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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ______ to ______.

                        Commission File Number 001-15469

                          THERMOVIEW INDUSTRIES, INC.
            (Exact name of Registrant as specified in its charter)

            DELAWARE                           61-1325129
  (State or other jurisdiction              (I.R.S. Employer
of incorporation or organization)        Identification Number)

      5611 Fern Valley Road                       40228
      Louisville, Kentucky                     (Zip Code)
(Address of principal executive offices)

                                 502-968-2020
             (Registrant's telephone number, including area code)

         1101 Herr Lane                           40222
      Louisville, Kentucky                  (Former Zip Code)
(Former address of principal executive offices)

                                  502-412-5600
          (Registrant's former telephone number, including area code)

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

      As of October 31, 2000, 7,726,461 shares of the Registrant's common stock,
$.001 par value, were issued and outstanding.

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<PAGE>


                             THERMOVIEW INDUSTRIES, INC.
                                  TABLE OF CONTENTS


Part I Financial Information
   Item 1. Financial Statements..................................1
      Condensed Consolidated Balance Sheets......................1
      Condensed Consolidated Statements of Operations............3
      Condensed Consolidated Statements of Cash Flows............4
      Notes to Condensed Consolidated Financial Statements.......5
   Item 2. Management's Discussion and Analysis of Financial
      Condition and Results of Operations.......................17
   Item 3. Quantitative and Qualitative Disclosures About
      Market Risk...............................................27
Part II Other Information
   Item 1. Legal Proceedings....................................28
   Item 2. Changes in Securities and Use of Proceeds............28
   Item 3. Defaults Upon Senior Securities......................28
   Item 4. Submission of Matters to a Vote of Security Holders..28
   Item 5. Other Information....................................28
   Item 6. Exhibits and Reports on Form 8-K.....................30
-----




<PAGE>


Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets



                                                                 September 30,
                                                  December 31,       2000
Assets                                                1999       (Unaudited)
                                                  -----------------------------
Current assets:
  Cash and equivalents                              $3,331,721     $ 866,411
  Receivables:
   Trade, net of allowance for doubtful accounts
     of $276,000 in 1999 and $288,700 in 2000        5,062,127     5,110,039
   Finance, net of unearned interest of $149,000
     in 1999 and $122,992 in 2000                       60,000        40,441
   Related party                                        55,554         9,164
   Other                                               337,482       283,007
  Costs in excess of billings on uncompleted
   contracts                                         1,274,073     1,487,373
  Inventories, net of reserves of $165,000 in
   2000                                              2,300,643     2,090,491
  Prepaid expenses and other current assets            342,978       531,513
  Deferred income taxes                                322,000             -
                                                  -----------------------------
Total current assets                                13,086,578    10,418,439

Property and equipment, net of accumulated
  depreciation of $1,169,604 in 1999 and
  $1,785,318 in 2000                                 3,679,179     3,218,797

Other assets:
  Goodwill, net of accumulated amortization of
   $3,645,468 in 1999 and $4,999,383 in 2000        74,162,341    61,224,397
  Deferred income taxes                              1,406,000             -
  Finance receivables, net of unearned interest
   of $1,092,411 and reserves of $200,000 in
   1999 and unearned interest of $951,526 and
   reserves of $483,017 in 2000                        932,411       318,106
  Other assets                                         704,675       702,110
                                                  -----------------------------
                                                    77,205,427    62,244,613

                                                  -----------------------------
Total assets                                        $93,971,184  $75,881,849
                                                  =============================

                                       1

<PAGE>









                                                                 September 30,
                                                  December 31,       2000
                                                      1999       (Unaudited)
                                                 ------------------------------
Liabilities and stockholders' equity
Current liabilities:
  Accounts payable                                  $3,444,402    $3,759,807
  Due to sellers of acquired businesses              1,000,000       450,000
  Accrued expenses                                   3,278,924     4,284,848
  Billings in excess of costs on uncompleted
   contracts                                           930,732     1,455,369
  Income taxes payable                                 116,784       100,349
  Current portion of long-term debt                    358,920    15,304,187
                                                  -----------------------------
Total current liabilities                            9,129,762    25,354,560

Long-term debt                                      21,399,874     7,683,072
Due to sellers of acquired businesses                7,085,000             -
Other long-term liabilities                             32,542       424,289

Mandatorily redeemable preferred stock:
  Series   C,   $.001   par   value    (aggregate
   redemption  amount and liquidation  preference
   of  $6,000,000);  convertible;  25,000  shares
   authorized;    6,000    shares    issued   and
   outstanding                                       4,648,550     5,867,855
  Series   D,   $.001   par   value    (aggregate
   redemption  amount and liquidation  preference
   of $5,696,580);  2,000,000 shares  authorized;
   1,139,316 shares issued and outstanding                   -     5,696,580
  Series   E,   $.001   par   value    (aggregate
   redemption  amount and liquidation  preference
   of  $1,583,342);  500,000  shares  authorized;
   300,000 shares issued and outstanding                     -     1,583,342

Stockholders' equity:
  Preferred stock, 2,475,000 shares authorized:
   Series A, $.001 par value; none issued                    -            -
   Series B, $.001 par value; none issued                    -            -
  Common stock, $.001 par value; 25,000,000 shares
   authorized;  7,389,592 shares issued and
   outstanding in 1999 and 7,726,461 shares
   issued and outstanding in 2000                        7,390         7,726
  Paid-in capital                                   59,794,361    57,229,578
  Accumulated deficit                               (8,126,295)  (27,965,153)
                                                  -----------------------------
Total stockholders' equity                          51,675,456    29,272,151

                                                  -----------------------------
Total liabilities and stockholders' equity         $93,971,184   $75,881,849
                                                  =============================

                             See accompanying notes.

                                       2

<PAGE>




                           ThermoView Industries, Inc.
                Condensed Consolidated Statements of Operations
                                   (Unaudited)



                                For the three           For the nine months
                                 months ended                  ended
                                September 30,              September 30,
                             ---------------------   -------------------------
                                1999       2000          1999         2000
                                ----       ----          ----         ----

Revenues                   $29,080,710  $26,384,581  $79,277,016   $75,091,069

Cost of revenues earned     13,092,905   12,449,583   35,595,264    35,798,957
                           ------------------------  -------------------------

Gross profit                15,987,805   13,934,998   43,681,752    39,292,112

Selling, general and
  administrative
  expenses                  14,481,404   12,230,914   39,871,078    39,938,060
Unusual charges                      -          -           -       10,745,000
Depreciation expense           244,023      257,507      683,554       803,230
Amortization expense           741,844      758,524    2,296,728     2,504,773
                             ----------------------  -------------------------

Income (loss) from
operations                     520,534      688,053      830,392   (14,698,951)

Interest expense            (1,039,293)  (1,270,204)  (1,897,132)   (3,512,529)
Interest income                 47,089       32,109      147,755       137,622
                             -----------------------  ------------------------

Loss before income taxes      (471,670)    (550,042)    (918,985)  (18,073,858)

Income tax provision
(benefit)                       (7,000)      36,000      330,000     1,765,000
                             -----------------------  ------------------------

Net loss                      (464,670)    (586,042)  (1,248,985)  (19,838,858)

Less preferred stock
 dividends:
  Series A and B cash
   dividends                   425,977            -    1,272,052             -
  Series C cash
   dividends                    60,875            -      204,481       100,800
  Series C non-cash
   dividends                   496,755      541,619    1,961,045     1,551,689
  Series D undeclared
   dividends                         -     (180,000)           -             -
  Series E undeclared
   dividends                         -       83,342            -        83,342
                          -------------------------  -------------------------

Net loss attributable
  to common
  stockholders             $(1,448,277) $(1,031,003) $(4,686,563) $(21,574,689)
                           =========================   ========================

Basic and diluted loss
  per common share           $   (0.27) $      (.13) $     (0.95)$       (2.71)
                             =======================   =======================

Weighted average shares
outstanding                  5,340,564    8,010,510    4,948,555     7,954,513
                             =======================   =======================

                             See accompanying notes.

                                       3


<PAGE>


                           ThermoView Industries, Inc.
                Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                               For the nine months ended
                                                     September 30,
                                                   1999          2000
                                              --------------------------

Operating activities
Net loss                                      $(1,248,985)  $(19,838,858)
  Adjustments to reconcile net loss to net
   cash provided by (used in) operations:
    Depreciation and amortization               2,980,282      3,308,003
    Deferred income taxes                          86,000      1,728,000
    Accretion of debt discount                    399,999      1,199,997
    Unusual charges                                     -     10,745,000
    Loss on finance receivables                         -        380,000
    Other                                               -        148,934
    Changes in operating assets and
     liabilities                                 (840,655)     1,781,934
                                              --------------------------
Net cash provided by (used in) operating
activities                                      1,376,641       (546,990)

Investing activities
Acquisitions of businesses, net of cash
acquired                                      (20,753,675)    (1,012,620)
Payments for purchases of property and
equipment                                      (1,496,645)      (685,615)
Other                                             154,654        196,320
                                              ---------------------------
Net cash used in investing activities         (22,095,666)    (1,501,915)

Financing activities
Increase in long-term debt                     19,387,232              -
Payments of long-term debt                     (6,337,833)      (315,605)
Proceeds from issuance of mandatorily
  redeemable preferred stock and detachable
  stock purchase warrants, net of fees          5,405,060              -
Proceeds from issuance of detachable stock
  warrants related to senior subordinated
  debt, net of fees                             4,460,548              -
Proceeds from issuance of common stock              2,900              -
Deferred financing costs                       (1,322,095)             -
Preferred stock dividends paid in cash         (1,476,533)      (100,800)
                                              ---------------------------
Net cash provided by (used in) financing
activities                                     20,119,279       (416,405)
                                              ---------------------------
Net decrease in cash and equivalents             (599,746)    (2,465,310)
Cash and equivalents at beginning of period     1,302,797      3,331,721
                                              ---------------------------
Cash and equivalents at end of period          $  703,051      $ 866,411
                                              ===========================

                             See accompanying notes.

                                       4


<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)


1. Basis of Presentation and Management's Plans

      The accompanying  unaudited condensed consolidated financial statements of
ThermoView Industries,  Inc. ("ThermoView" or "the Company"), have been prepared
assuming that the Company will continue as a going concern,  which  contemplates
the  realization of assets and the  satisfaction  of liabilities in the ordinary
course of business.  The carrying amounts of assets and liabilities presented in
the financial  statements  do not purport to represent  realizable or settlement
values.  However,  the Company has suffered  recurring  operating losses,  has a
working  capital  deficit at September 30, 2000, and used cash in its operations
during the nine month period ended September 30, 2000. The Company also violated
debt covenants at certain dates during the six month period ended June 30, 2000.
Although lenders have waived the defaults, the debt covenant violations together
with the other factors  mentioned above currently raise  substantial doubt about
the Company's ability to continue as a going concern. The consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

     It is  management's  opinion that the going  concern basis of reporting its
financial  condition and results of operations is appropriate at this time based
upon,  among other  things,  the  Company  successfully  implementing  the plans
described  below.  The Company  plans to  increase  cash flows and to take steps
towards achieving better operating results through increased management focus on
improving the  Company's  retail  segment's  operating  results,  the closure of
unprofitable operations, and reduction of corporate administrative expenditures.
As more fully  discussed in Note 8, steps have already been taken by  management
to  close  unprofitable  operations.  Steps  have  also  been  taken  to  reduce
administrative  expenditures  principally  by terminating  corporate  employees.
Also, as more fully discussed in Note 6, the Company is exploring  possibilities
to refinance its $15 million credit facility owed to PNC Bank, N.A.

      These  unaudited  condensed  consolidated  financial  statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States for interim  financial  information  and with the  instructions in
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management,   all  adjustments   (consisting  of  normal  recurring   accruals),
considered  necessary for a fair presentation  have been included.  ThermoView's
business is subject to seasonal  variations.  The demand for replacement windows
and related  home  improvement  products is  generally  lower  during the winter
months due to inclement  weather.  Demand for  replacement  windows is generally
higher in the second and third  quarters.  Operating  results  for the three and
nine month periods ended September 30, 2000, are not  necessarily  indicative of
the results that may be expected for the year ended December 31, 2000.


                                       5

<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

1. Basis of Presentation and Management's Plans (Continued)

      For further  information,  refer to the consolidated  financial statements
and footnotes  thereto  included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.

      Results of operations for the nine month period ended  September 30, 1999,
includes the operating results of the  Thermo-Shield  Companies from acquisition
date on March 1, 1999. Assuming Thermo-Shield  Companies had been acquired as of
January 1, 1999, the Company's  consolidated  results of operations for the nine
months ended September 30, 1999 are as shown:

Revenues                                           $81,778,832
Net loss                                            (1,221,026)
Net loss applicable to common stockholders          (4,658,604)
Basic and diluted loss per common share                   (.93)

2. Inventories

      Inventories  consist  principally of components for the  manufacturing  of
windows such as glass, vinyl and other composites.

3.    Loss per Common Share

      Loss per common  share is  calculated  in  accordance  with  Statement  of
Financial  Accounting  Standards  ("SFAS")  No. 128,  "Earnings  Per Share." The
Company  calculates  basic earnings per common share using the weighted  average
number of shares  outstanding  for the period.  The weighted  average  number of
shares  outstanding  for the three and nine month  periods  ended  September 30,
2000,  includes shares related to a stock purchase warrant that can be exercised
for nominal cash  consideration.  Diluted earnings per common share include both
the weighted  average number of shares and any common share  equivalents such as
options or warrants in the  calculation.  As the Company recorded losses for the
three and nine month  periods ended  September  30, 1999 and 2000,  common share
equivalents  outstanding  would be  anti-dilutive,  and as  such,  have not been
included in weighted average shares outstanding.

4.    Income Taxes

      The income tax  provision  (benefit)  for the three and nine month periods
ended  September  30, 1999  differs  from the amount  computed  by applying  the
statutory U.S.  Federal income tax rate to loss before income taxes primarily as
a result of state taxes and non-deductible goodwill amortization.

      At December 31, 1999, the Company  reported  $1,728,000 of deferred income
tax assets.  Due to operating losses incurred during the nine month period ended
September  30,  2000,  the Company is  forecasting  a taxable  loss for the year
ending  December 31, 2000.  Management has concluded that it is more likely than
not  that  the  Company's   deferred  tax  assets  will  not  be  realized  and,
accordingly,  the  deferred tax assets at  September  30, 2000,  have been fully
offset by a valuation  allowance.  As a result, the income tax provision for the
nine month period ended  September 30, 2000 includes the effect of recognizing a
valuation allowance against the deferred tax assets that existed at December 31,
1999.


                                       6

<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

5.    Segment Information

      For the three and nine month  periods  ended  September 30, 1999 and 2000,
the Company's business units had separate  management teams and  infrastructures
that operate primarily in the vinyl replacement windows,  doors and related home
improvement  products  industry in various states in the Midwest and in Southern
California.  The  business  units have been  aggregated  into  three  reportable
operating segments: manufacturing, retail and financial services.

Manufacturing

      The  manufacturing  segment  includes the businesses that  manufacture and
sell  vinyl  replacement   windows  to  the  Company's  retail  segment  and  to
unaffiliated customers.

Retail

      The retail segment  includes the businesses that design,  sell and install
vinyl  replacement  windows,  doors and  related  home  improvement  products to
commercial and retail customers.

Financial Services

      During 1999 and the first half of 2000,  the  financial  services  segment
financed a relatively  small portion of the credit sales of the retail  segment.
Key Home Credit,  ThermoView's  Owensboro,  Kentucky,  finance  subsidiary,  was
closed  in  July  2000  since  expanding  the  subsidiary  would  have  required
considerable capital. Management decided that the Company could more effectively
employ capital to expand its high margin retail business.


                                       7

<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

5.    Segment Information (Continued)

      Segment  information  for the three  month and nine  month  periods  ended
September 30, was as follows:

For the three
months ended         Manufac-                 Financial
September 30, 1999   turing       Retail      Services   Corporate Consolidated
------------------  ----------  -----------  ----------  --------- ------------
Revenues from
 external customers $2,239,491  $26,804,414  $   36,605  $     200  $29,080,710
Intersegment
 revenues            2,612,205            -           -          -    2,612,205
Income (loss) from
 operations            346,124    1,699,593     (72,378)(1,452,805)     520,534
Total assets        11,394,095   70,213,855   1,447,546  3,199,529   86,255,025

For the three
months ended
September 30, 2000
------------------
Revenues from
 external customers $1,912,578  $24,471,309  $      694  $       -  $26,384,581
Intersegment
 revenues              516,312            -           -          -      516,312
Income (loss) from
 operations             13,892    1,681,485     (18,654)  (988,670)     688,053
Total assets         7,847,708   67,023,721     416,826    593,594   75,881,849

For the nine
months ended
September 30, 1999
------------------
Revenues from
 external customers $5,661,985  $73,516,784  $   70,607  $  27,640  $79,277,016
Intersegment
 revenues            6,956,487            -           -          -    6,956,487
Income (loss) from
 operations            578,548    4,293,710    (236,276)(3,805,590)     830,392
Total assets        11,394,095   70,213,855   1,447,546  3,199,529   86,255,025

For the nine
months ended
September 30, 2000
------------------
Revenues from
 external customers $5,019,418  $70,040,587  $   31,063  $       -  $75,091,069
Intersegment
 revenues            3,627,797            -           -          -    3,627,797
Restructuring
 charges             3,843,652    6,901,348           -          -   10,745,000
Loss from operations(5,056,928)  (5,291,866)   (551,634)(3,798,523) (14,698,951)
Total assets         7,847,708   67,023,721     416,826    593,594   75,881,849


                                       8

<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

6. Financing Arrangements

      The Company is required to maintain certain financial ratios and to comply
with various other covenants and  restrictions  under the terms of its financing
agreements,  including  restrictions  as to the  payment of  dividends,  and the
incurrence of additional indebtedness. The Company violated covenants at certain
dates during the six month period ended June 30, 2000.  The Company's  principal
lenders,  PNC Bank, N.A., and GE Capital Equity  Investments,  Inc. ("GE"), have
waived these covenant violations through June 30, 2000. Debt covenants have been
amended with the most restrictive covenants being a requirement to pay PNC Bank,
N.A.,  $5 million by  December  27,  2000 and a debt  service  coverage  test as
defined in the  amended  debt  agreement.  The  Company  has  complied  with the
covenants at the September 30, 2000 quarterly  measurement date;  however, it is
reasonably possible the Company may not be able to comply in the future. In this
event, PNC Bank, N.A., and GE will have the right to demand payment of the total
amounts due them,  including the amounts classified as long-term  obligations in
the accompanying condensed consolidated balance sheet as of September 30, 2000.

      In August 2000, PNC Bank, N.A.,  extended the maturity date of $10 million
of ThermoView's $15 million credit facility from May 1, 2001 to July 1, 2001. In
connection  with waiving  defaults at June 30, 2000,  as noted above,  PNC Bank,
N.A.  is  requiring  the  Company to repay $5 million of the credit  facility by
December 27, 2000. By its terms, the entire $15 million credit facility is now a
current  obligation and is included in the current  portion of long-term debt as
of September 30, 2000.

     PNC Bank,  N.A. is also not permitting the payment of any cash dividends on
the Company's  Series C, Series D or Series E preferred  stock until the earlier
of repayment of the entire $15 million  credit  facility or September  30, 2001.
Management is exploring possibilities to refinance the entire $15 million credit
facility  prior to December 31,  2000.  Alternatives  to a complete  refinancing
before December 31, 2000, would be to, with PNC Bank's approval,  refinance only
the $5 million  portion due  December  2000 or to sell  Company  assets to raise
sufficient  funds to retire the $5 million  or to  attempt to  renegotiate  more
workable terms with PNC Bank, N.A..  Although management intends to aggressively
pursue these  alternatives,  there is no assurance that sufficient funds will be
available  by  December  2000 to  retire  the $5  million  of debt  (see  Note 1
describing going concern uncertainty).  Four stockholders of the Company (one of
whom is also a director  of the  Company)  continue  to  guarantee a total of $3
million of the credit facility for fees equal to an annual rate of 10%.

      The  Series C  mandatorily  redeemable  preferred  stock  has a  quarterly
dividend  payment  requirement  to be paid with 70% cash and 30% Company  common
stock.  The annual dividend rate is 9.6%. Also, in conjunction with the issuance
of the Series C preferred stock, the Company issued warrants to purchase up to a
total of  400,000  shares of common  stock at $21.00  per share  (the  number of
shares and exercise price being subject to adjustment in certain  circumstances)
at any time until April 22,  2004.  Additionally,  the Company and the two funds
who purchased the Series C preferred  stock entered into a  registration  rights
agreement  whereby the Company  agreed to register  150% of the shares of common
stock issuable upon  conversion of the Series C preferred  stock and exercise of
the warrants.  The Company filed a  registration  statement on Form S-1 with the


                                       9

<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

6. Financing Arrangements (Continued)

Securities  and  Exchange  Commission  (SEC) in December  1999  registering  the
aforementioned shares. The Company has agreed to keep the registration statement
effective  for four  years  after  the date the SEC  declared  the  registration
statement  effective  unless the funds have sold all of the common stock covered
by the  registration  statement  or unless the funds may sell the  common  stock
without  volume  restrictions  pursuant to Rule 144 under the  Securities Act of
1933,  as  amended.  For every month in which (i) the Company has failed to keep
the registration  statement  effective as required,  or (ii) the common stock is
not listed or quoted on a national securities exchange, the funds have the right
to require the Company to pay them a cash penalty  equal to 2% of the product of
the number of shares of Series C preferred  stock then  outstanding  and $1,000.
The registration rights agreement also grants the funds certain other demand and
piggy-back registration rights.

      As mentioned above, the Series C preferred stock agreement  contains terms
that require  increases in the number of common shares  exercisable  under stock
purchase  warrants and  adjustments to the exercise  price of such warrants,  as
well as increases in the number of common shares issuable upon conversion of the
preferred  shares,  in certain  circumstances.  Also, the GE  subordinated  debt
agreement  contains terms that require  increases in the number of common shares
exercisable  under a stock  purchase  warrant in certain  circumstances.  In May
2000,  one  of  the  stipulated   circumstances   occurred  causing   increases.
Accordingly,  the two funds holding the mandatorily  redeemable  preferred stock
now have warrants to purchase 600,000 shares  (increased from 400,000 shares) of
common  stock at $12.00  per share  (reduced  from  $18.00  per  share)  and are
entitled to convert their preferred  shares into 500,000 shares  (increased from
400,000 shares) of common stock.  Also, GE now has warrants to purchase  561,343
shares  (increased  from 555,343  shares) of common stock at $.03 per share.  An
additional 306,000 shares of common stock have been reserved for future issuance
to accommodate the foregoing reset provisions.

      In August 2000, the two funds holding the mandatorily redeemable preferred
stock agreed to be paid dividends with 100% Company common stock until such time
as the normal  quarterly  dividend  payments of part cash, part common stock are
again  permitted  in  accordance  with  terms of the PNC Bank,  N.A.  agreement.
Payment of the  dividend in common  stock will be  dilutive.  Assuming the stock
dividend  continues  for four  quarters  at a market  trading  price of $.50 per
share, the Company would be required to issue  approximately  806,000 additional
shares of its common stock to the two funds in lieu of cash  dividends.  Also in
August  2000,  the two  funds  temporarily  waived  their  right  to keep  their
registration  effective,  and will not impose the penalties  permitted under the
agreement during the waiver period which extends through May 31, 2001.

      In  April  2000,  the  Company  completed   negotiations  to  satisfy  its
obligations  under  certain  earn-out  provisions  with  previous  owners of the
Company's subsidiaries. As a result of the negotiations,  the Board of Directors
authorized  1,500,000  shares of 12% Series D cumulative  preferred stock ($.001
par value and $5.00 stated value),  and the Company then issued 1,417,000 shares
to the previous  owners in lieu of cash to satisfy  $7,085,000 of obligations to
them. An additional  22,316 shares of Series D preferred  stock have been issued
to  compensate  the previous  owners for interest  earned  amounting to $111,580
prior to settlement of the  obligations.  The Series D preferred stock is senior
to the common  stock of the Company and is on parity with the Series C preferred
stock and Series E preferred stock discussed below. The Series D preferred stock


                                       10

<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

6. Financing Arrangements (Continued)

will pay  cumulative  dividends  at the rate of $.60 per share  annually,  or an
annual rate of 12% subject to the  availability of such funds and the consent of
the senior lender of the Company. As previously discussed,  the senior lender is
not  currently  permitting  payment of these  dividends.  The shares of Series D
preferred  stock are  redeemable  by the Company at its  option,  in whole or in
part, for cash or common stock that equals the  liquidation  value of the shares
redeemed. The shares of Series D preferred stock are not convertible into common
stock,  have no voting  rights and  contain no  registration  rights.  A venture
capital firm loaned one of the previous owners  $1,500,000 at 12% interest,  and
collateralized the loan with the previous owner's 1,113,500 shares of 12% Series
D  cumulative  preferred  stock.  A  stockholder,  who also is a director of the
Company,  and a stockholder and former director of the Company have an ownership
interest in the venture capital firm.

      In September 2000, holders of approximately $5.7 million,  or about 79% of
the Series D preferred stock, agreed to the restructure of terms. As a result of
the agreement,  dividends  payable to the holders of the stock will not begin to
accrue until October 2001. Accordingly, the Series D undeclared dividends in the
accompanying condensed consolidated statement of operations for the three months
ended  September  30, 2000,  reflects a reversal of the  dividends no longer due
that had been reflected as undeclared dividends in the prior quarter.  Also, the
Series D preferred  stock was revised to add a  mandatory  redemption  provision
which  requires 20% annual  redemption of this preferred  stock,  in addition to
other series of preferred stock on a parity basis,  over a period of five years,
beginning  October 1, 2001.  Penalties in the form of a 2% increase per annum in
the dividend rate, limited to a maximum adjusted dividend rate of 16% per annum,
will apply to those  portions of preferred  stock that are not timely  redeemed,
which also  applies  to the Series C  preferred  stock  discussed  above and the
Series E preferred stock discussed below.

      The  remaining  approximate  21% or $1.5 million of the Series D preferred
stock was  converted  into 300,000  shares of 12% Series E cumulative  preferred
stock ($.001 par value and $5.00 stated value).  The Series E preferred stock is
senior to the common stock of the Company and is on parity with the Series C and
Series D  preferred  stock.  The Series E  preferred  stock will pay  cumulative
dividends  at the rate of $.60 per  share  annually,  or an  annual  rate of 12%
subject to the  availability  of such funds and the consent of the senior lender
of the Company.  As  previously  discussed,  the senior  lender is not currently
permitting  payment of cash  dividends on any preferred  stock.  The  undeclared
dividends  remaining at September 30, 2000,  represent the cumulative  dividends
undeclared  on the  300,000  shares of Series D at the date of  conversion  into
Series E (September  30, 2000).  The shares of Series E preferred  stock are not
convertible into common stock, have no voting rights and contain no registration
rights.  The Series E has a mandatory  redemption  provision  which requires 20%
annual  redemption  of this  preferred  stock,  in addition  to other  series of
preferred  stock  on a parity  basis,  over a period  of five  years,  beginning
October 1, 2001.

      In July 2000,  a  stockholder/director  of the  Company  loaned a previous
owner $183,000 at 9% interest as a partial temporary advance toward the $450,000
amount  reflected as due to sellers of acquired  businesses in the  accompanying
condensed consolidated balance sheet as of September 30, 2000.


                                       11

<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

6. Financing Arrangements (Continued)

      In September  2000,  all existing  acquisition  agreements  providing  for
additional  consideration  to be  paid  if the  acquired  entities'  results  of
operations  exceed  certain  targeted  levels  were  revised.  Under the revised
agreements,  all prior owners have agreed to take Series D preferred  stock,  as
restructured  with respect to terms,  in full  settlement of future  obligations
that may become due to the prior owners.

7. Contingencies

      The Company  entered into a 90-day listing  agreement in October 1999 with
IPO.COM,  Inc.  under  which the  Company  authorized  IPO.COM  to  include  its
prospectus  on the  IPO.COM  web site.  In  addition  to hosting  the  Company's
prospectus,  IPO.COM provided  summary material  relating to the Company and its
initial  public  offering on its web site.  The IPO.COM web site also provided a
direct link to the  Company's  web site.  Although the Company did not intend to
create an agency relationship with IPO.COM,  and while the Company believes that
IPO.COM is not and has not acted as its agent,  the listing  agreement  may have
created  an agency  relationship.  If  IPO.COM  is deemed  the  Company's  agent
pursuant to the listing  agreement,  the  summarized  material  contained in the
IPO.COM web site relating to the Company and its initial public offering and the
information  contained in the Company's  web site could  constitute a prospectus
that  does not meet  the  requirements  of the  Securities  Act of 1933.  If the
summarized  materials  relating  to the  Company in the  IPO.COM web site or the
materials  contained in the Company's web site did constitute a violation of the
Securities Act of 1933,  investors in the initial public offering would have the
right, for a period of one year from the date of their purchase of common stock,
to obtain recovery of the consideration  they paid for their common stock or, if
these persons had already sold the common stock,  to sue the Company for damages
resulting from their  purchase of common stock.  These damages could total up to
approximately $6.9 million,  plus interest,  if these investors seek recovery or
damages after an entire loss of their investment.  Any recovery or damages could
adversely impact the Company's  liquidity during the period in which a refund is
paid.  Although the Company cannot be certain as to the ultimate  disposition of
this  matter,  it is the  opinion of the  Company's  management,  based upon the
information  available to it,  including the advice of legal  counsel,  that the
expected  outcome of this  matter will not  significantly  affect the results of
operations and financial condition of the Company.

      On March 3, 2000, Pro Futures Bridge Capital Fund, L.P. and Bridge Capital
Partners,  Inc.  Defined Benefit Pension Plan filed an action titled PRO FUTURES
BRIDGE CAPITAL FUND, L.P. V. THERMOVIEW  INDUSTRIES,  INC., ET AL., Civil Action
No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its directors,
certain  officers,  an employee and a stockholder  alleging  breach of contract,
common law fraud, fraudulent  misstatements and omissions in connection with the
sale of securities,  negligent  misrepresentations and breach of fiduciary duty.
These claims are in connection with the mandatory conversion of ThermoView's 10%
Series A convertible  preferred stock,  held by the two funds, into common stock
upon  completion of the initial public  offering in December 1999, and purchases
by the two funds of ThermoView's common stock from ThermoView stockholders.  The


                                       12

<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

7. Contingencies (Continued)

funds are seeking  rescission of their purchases of the Series A preferred stock
in the amount of $3,250,000, plus interest and unspecified damages in connection
with their purchases of the common stock.  ThermoView  filed a notice to dismiss
certain claims and an answer  denying  liability in the remainder of the claims.
ThermoView  also  exercised  an election for the removal of the action to the US
District  Court of Colorado,  and the matter was  designated  by the US District
Court as Civil  Action No.  00-B-722.  Pro Futures  filed a motion to remand the
action back to the original venue. The Court rendered an opinion which dismissed
certain  named  individuals  due to lack of  personal  jurisdiction  in Colorado
courts and retained venue within the US District Court.  The Court has entered a
scheduling  order  establishing  a trial date in  December  2001.  The matter is
currently  in the  initial  discovery  phase,  with  depositions  of  ThermoView
officers  tentatively  scheduled  for  early  December  2000.  While  ThermoView
believes that the claims are without merit and intends to vigorously  defend the
suit,  it is too early in the  process  to  predict  the  likely  outcome of the
matter.

      An employee of an  affiliate  of Thomas  Construction,  Inc.  (Thomas),  a
subsidiary of  ThermoView,  has filed suit against both the affiliate and Thomas
claiming sexual harassment.  The Company intends to defend this claim vigorously
and does not expect the outcome to have a material adverse effect on the results
of operations and financial condition of the Company.

      The Company is subject to other legal  proceedings  and claims  which have
arisen  in the  ordinary  course  of its  business  and have  not  been  finally
adjudicated.  Although there can be no assurance as to the ultimate  disposition
of these matters, it is the opinion of the Company's management,  based upon the
information  available at this time, that the expected outcome of these matters,
individually or in the aggregate, will not have a material adverse effect on the
results of operations and financial condition of the Company.

8.    Unusual Charges

      As a  result  of  the  Company's  decisions  to  reduce  emphasis  on  the
manufacturing  segment  and  to  enhance  cash  flow  and  profitability  of the
Company's retail operations, the Company recorded unusual charges of $10,745,000
in the quarter ended June 30, 2000.

      The unusual charges  specifically  relate to management's  and the Board's
decisions to close and abandon two ThermoView subsidiaries as follows:

           Operation                          Activity

Precision Window Mfg., Inc.     Manufacturer   of   windows  in  St.
(Precision)                     Louis, Missouri

American Home  Developers  Co., Retailer   of   primarily   textured
Inc.                            coatings in Los Angeles, California
(American Home Developers)


                                       13

<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

8.    Unusual Charges (Continued)

      The Company's  results of operations  for the three and nine month periods
ended September 30, include the following amounts for these entities:

                                                       Income (Loss)from
For the three months                                   Operations Before
ended September 30, 1999                   Revenues     Unusual Charges
------------------------                   --------     ---------------
Precision                                  $1,882,629     $ 117,471
American Home Developers                    1,230,448       (36,909)

For the three months
ended September 30, 2000
------------------------
Precision                                    164,275       (309,796)
American Home Developers                           -        (97,964)

For the nine months
ended September 30, 1999
------------------------
Precision                                  5,523,615        414,256
American Home Developers                   3,416,221       (119,355)

For the nine months
ended September 30, 2000
------------------------
Precision                                  2,874,652     (1,676,161)
American Home Developers                   1,473,200       (426,300)

      The unusual charges consist of the following:

                                               American
                                                 Home
                                   Precision  Developers     Total

Goodwill write-off                $ 3,075,484 $6,891,348  $9,966,832
Write down of tangible  assets to
  net realizable value                568,168     10,000     578,168
Additional warranty reserve           200,000          -     200,000
                                  ----------- ----------  ----------
                                  $ 3,843,652 $6,901,348 $10,745,000
                                  =========== ========== ============

      Precision had significant operating losses in 2000, and management had not
been  successful  in locating a purchaser of the  business.  Because of the poor
operating  performance  of Precision  in the first half of 2000 and  anticipated
future  losses,  management  and the Board  decided  in June 2000 to close  this
subsidiary and abandon the business.  The Company  substantially  completed this
process in August 2000. The writedown of tangible assets to net realizable value
noted above relates to Precision's inventories and equipment expected to be sold
below cost based on estimates of selling prices.  Precision's  warranty  reserve
has been adjusted for the expected  increase in warranty  costs which will occur
as a result of having to use an  outside  party to  perform  warranty  work once
Precision is closed.  Precision's  manufacturing  facilities are leased under an
agreement  which expires in December 2004 and has remaining  rental  payments of
$1,040,000 as of September 30, 2000.  The Company  believes this facility can be
subleased  for rents at least  equal to the rental  obligation  and,  therefore,
expects no significant loss on this commitment.


                                       14

<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

8.    Unusual Charges (Continued)

      American Home Developers incurred losses and had negative cash flow in the
first six months of 2000.  Since this  subsidiary  sold to a different  customer
base  and  the  development  of its  product  mix  was  moving  contrary  to the
diversified  home  improvement   product  mix  of  ThermoView's  other  southern
California  locations,  management  concluded  in June  2000 that  closing  this
unprofitable  operation  and  abandoning  its  underlying  business was a better
alternative   than  trying  to  merge  the  subsidiary  with  other   ThermoView
businesses. The operation was closed in July 2000.

9.    Stockholders' Equity

      In March  2000,  12,500  shares of  common  stock  having a fair  value of
$50,000 were issued to satisfy the  Company's  obligation  for royalty  payments
under a license agreement with Research Frontiers Incorporated.

      On April 30,  2000,  18,000  shares of common stock having a fair value of
$43,884  were issued as  additional  consideration  for a 1998  acquisition.  In
addition,  76,263 shares of common stock were taken back by ThermoView  relating
to a 1999  acquisition  that did not achieve its first year's targeted  earnings
for the year ended February 29, 2000. The 76,263 shares were  originally  valued
at  $1,298,469,  and  this  amount  has now  been  reversed  from  goodwill  and
stockholders' equity.

      In June 2000, the Company's stockholders approved a reduction in preferred
authorized  shares  from 50  million  to 5  million  and a  reduction  in common
authorized  shares from 100 million to 25 million.  In addition,  the  Company's
stockholders authorized the Company to issue up to 3.75 million shares of common
stock in one or more private placements.

      On June 20, 2000, the Board of Directors approved,  subject to stockholder
approval,  the 2000 stock  option plan (the "2000  Plan").  Under the 2000 Plan,
qualified or  non-qualified  stock  options may be granted to key  employees and
nonemployee  directors  of the  Company.  The  exercise  price  and terms of any
options granted are determined at the date of grant.

      The remaining  68,275 shares available for grant under the 1999 Plan as of
the close of business on September 30, 2000,  were  transferred  to and reserved
for issuance under the 2000 Plan.  After transfer of 1999 Plan remaining  shares
to the 2000 Plan,  1,400,000  shares are to be reserved for  issuance  under the
2000 Plan.


                                       15

<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

9.    Stockholders' Equity (Continued)

      In September 2000,  496,998 option shares were granted under the 1999 Plan
to key employees and  directors.  The exercise price of the options is $.625 per
share  which was the fair  value of the  Company's  common  stock on the date of
grant.  The  options  vested  immediately  and expire ten years from the date of
grant.

      In August  2000,  45,000  shares of common  stock  having a fair  value of
$36,585 were issued as consideration for various  investment banking services to
be  provided.  Also,  warrants to purchase  200,000  shares of common stock were
issued for these services. The warrants are immediately  exercisable as follows:
50,000 shares at $4 per share;  50,000 shares at $5 per share;  50,000 shares at
$6 per share;  and 50,000 shares at $7 per share.  The warrants expire two years
after the effective date of a registration  statement registering the underlying
shares.  The $7,000 approximate value of the warrants has been expensed and also
included  as an  increase  to  paid-in  capital  in the  accompanying  condensed
consolidated balance sheet at September 30, 2000.

      In October 2000, the Company issued warrants to purchase 200,000 shares of
common  stock  at  $12  per  share  to  satisfy  certain  obligations  with  its
underwriters  arising in connection  with the Company's  December 2, 1999 public
offering of common stock. The warrants expire two years after the issuance date.

      In October 2000, the Company issued warrants to purchase 340,000 shares of
common  stock at $12 per share and agreed to the  payment of $60,000 to WestPark
Capital,  Inc.  (WestPark)  for WestPark to act as the  Company's  non-exclusive
financial  advisor.  The warrants  expire two years after the issuance  date. In
addition to the above  compensation,  various  contingent fee arrangements  were
agreed upon to be paid to WestPark  for raising  debt or equity  capital for the
Company or for providing merger and acquisition  candidates to the Company.  The
agreement  is for two  years.  The fair  value of these  warrants  and the other
warrants above issued in October 2000 is not significant.


                                       16

<PAGE>


Item 2. Management's   Discussion  And  Analysis  Of  Financial  Condition  And
        Results Of Operations

      This   report  on  Form  10-Q   contains   statements   which   constitute
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  Such statements can be identified by the use of
forward-looking  terminology such as "believes,"  "expects," "may," "estimates,"
"will,"  "should,"  "plans" or  "anticipates"  or the negative  thereof or other
variations  thereon or comparable  terminology,  or by  discussions of strategy.
Readers  are  cautioned  that  any  such  forward-looking   statements  are  not
guarantees   of  future   performance   and   involve   significant   risks  and
uncertainties,  and that actual  results may vary  materially  from those in the
forward-looking  statements as a result of any number of factors,  most of which
are beyond the control of management.  These factors include  operating  losses,
continued and increased expenses, non-cash dividends and interest related to our
financings,  restrictions  imposed by our line of credit and subordinated  debt,
quality  control  of the  manufacturing  of our  products  and  delays  in their
delivery, and our inability to meet obligations to the former owners of acquired
businesses for satisfying future period financial targets.

      Although we believe that the expectations and assumptions reflected in the
forward-looking  statements are reasonable,  we cannot guarantee future results,
levels of activity, performance or achievements.

      The following  should be read in conjunction  with the response to Part I,
Item  1.  of  this  Report  and the  Company's  audited  consolidated  financial
statements   contained  in  the  Company's  Annual  Report  on  Form  10-K.  Any
capitalized  terms used but not defined in this Item have the same meaning given
to them in the Form 10-K.

Overview

      We design, manufacture,  sell and install custom vinyl replacement windows
for  residential  and  retail  commercial  customers.  We also sell and  install
replacement  doors, home textured  coatings,  vinyl siding,  patio decks,  patio
enclosures,  cabinet refacings and kitchen and bathroom remodeling products.  We
have financed a portion of our customers' purchases through Key Home Credit, our
consumer finance subsidiary.  However, our finance subsidiary was closed in July
2000 since expanding the subsidiary would have required considerable capital.

Business Segments

      Our subsidiaries have separate  management teams and  infrastructures  and
operate  in three  reportable  operating  segments:  retail,  manufacturing  and
financial services.

      Retail. Our retail segment consists of our subsidiaries that design,  sell
and install custom vinyl replacement windows, doors and related home improvement
products to commercial  and retail  customers.  Our retail  segment  derives its
revenues from the sale and installation of thermal  replacement  windows,  storm
windows and doors,  patio decks,  patio enclosures,  vinyl siding and other home
improvement  products.  Our retail segment recognizes  revenues on the completed
contract  method.  A contract is considered  complete when the home  improvement
product  has been  installed.  Gross  profit in the  retail  segment  represents
revenues after deducting product and installation labor costs.


                                       17

<PAGE>

     Manufacturing.  Our  manufacturing  segment  manufactures  and sells  vinyl
replacement  windows to our retail segment and to  unaffiliated  customers.  Our
manufacturing segment is comprised of two subsidiaries:

            Subsidiary                          Activity

Thermal Line Windows, LLP           Manufactures  vinyl  windows  and
(Thermal Line)                      sells  primarily to  unaffiliated
                                    customers.
Precision Window Mfg., Inc.         Manufactured  vinyl  windows  and
(Precision)                         sold   primarily  to  our  retail
                                    segment.    This   business   was
                                    closed in August 2000.

      In January  2000,  we decided to shift more to  outsourced  manufacturing.
Consistent  with this shift and because of operating  losses incurred in 2000 by
Precision, the Board decided in June 2000 to close Precision.

      Thermal  Line,   located  in  Mandan,   North  Dakota,   is  a  profitable
manufacturer with a sound dealer base and quality products.  We currently intend
to continue operating this subsidiary.

      All but one of our retail subsidiaries,  including those subsidiaries that
purchased  windows  from  Precision,  are  now  purchasing  their  windows  from
unaffiliated window manufacturers. We believe we can achieve lower product costs
and  consistent  product  quality  from these high  volume  unaffiliated  window
manufacturers.  Thermal Line sells  windows to our retail  subsidiary,  Leingang
Siding and Window,  Inc.  It is not  practical  for  Thermal  Line to expand its
output to produce windows for more of our own retail  subsidiaries since Thermal
Line  has  capacity   limitations  beyond  the  volume  of  profitable  business
manufactured for primarily unaffiliated customers.

      0ur manufacturing  segment  recognizes  revenue when products are shipped.
Gross profit in the manufacturing  segment  represents  revenues after deducting
product costs (primarily glass,  vinyl and hardware),  window  fabrication labor
and other manufacturing expenses.

      Financial  Services.  Our financial services segment financed credit sales
of our  retail  segment.  We closed  Key Home  Credit,  ThermoView's  Owensboro,
Kentucky,  finance subsidiary, in July 2000 since expanding the subsidiary would
have required  considerable  capital.  We decided that we could more effectively
employ capital to expand our retail business.


                                       18

<PAGE>

Historical Results Of Operations

                                 For the three       For the nine
                                  months ended       months ended
                                 September 30,       September 30,
                              --------------------------------------
                                 1999      2000     1999      2000
                                 ----      ----     ----      ----
                                           (In thousands)

Revenues......................  $29,081   $26,385  $79,277  $ 75,091

Cost of revenues earned.......   13,093    12,450   35,595    35,799
                                -------------------------------------

Gross profit..................   15,988    13,935   43,682    39,292

Selling, general and
  administrative expenses.....   14,481    12,231   39,871    39,938
Restructuring charges.........        -         -        -    10,745
Depreciation expense..........      244       257      684       803
Amortization expense..........      742       759    2,297     2,505
                                -------------------------------------

Income (loss) from operations.      521       688      830   (14,699)

Interest expense..............   (1,039)   (1,270)  (1,897)   (3,513)
Interest income...............       47        32      148       138
                                -------------------------------------

Loss before income taxes......     (471)     (550)    (919)  (18,074)

Income tax provision (benefit)       (7)       36      330     1,765
                                -------------------------------------

Net loss......................     (464)     (586)  (1,249)  (19,839)

Less preferred stock dividends:
  Series A and B cash dividends     426         -    1,272         -
  Series C cash dividends.....       61         -      205       101
  Series C non-cash dividends.      497       542    1,961     1,552
  Series D undeclared dividends       -      (180)       -         -
  Series E undeclared dividends       -        83        -        83
                                --------------------------------------
Net loss attributable to
   common stockholders........  $(1,448)  $(1,031) $(4,687) $(21,575)
                                ======================================


      Three Months Ended September 30, 2000 Compared to September 30, 1999

      Revenues.  Revenues  decreased  from $29.1 million in the third quarter of
1999 to $26.4  million in the third  quarter of 2000.  This revenue  decrease of
$2.7 million is due primarily to fluctuations in quarterly  revenues for certain
subsidiaries. Revenues from Thermo-Shield decreased $1.9 million due to changing
its lead generation strategy, which should improve its long-term performance but
have an adverse effect on short-term  operating  performance and cash flows, and
the closing of two of its branch  operations  that were  unprofitable.  Revenues
also  decreased  by $1.2  million  from the third  quarter  of 1999 to the third
quarter of 2000 at  American  Home  Developers,  our retail  subsidiary  that we
closed in July 2000.

                                       19

<PAGE>

      Gross  Profit.  Gross  profit,  which  represents  revenues  less  cost of
revenues  earned,  decreased  from $16.0 million in the third quarter of 1999 to
$13.9 million in the third  quarter of 2000.  This decline  principally  results
from less revenue as explained  above,  and the poor  operating  performance  at
Precision. As a percentage of revenues, gross profit decreased from 55.0% in the
third  quarter  of 1999 to 52.8% in the third  quarter  of 2000.  This  decrease
results  primarily  because some costs at our  subsidiaries  are fixed and these
fixed  costs are more  significant  relative  to the lower  volumes in the third
quarter  of 2000  compared  to the third  quarter  of 1999,  and  because of the
production inefficiencies at Precision.

      Cost of  revenues  earned  includes  the cost of glass,  vinyl,  hardware,
fabrication labor and manufacturing  overhead for the manufacturing segment. For
the retail segment,  cost of revenues earned includes the cost of vinyl windows,
doors,  textured  coating,  vinyl siding,  and other home  improvement  products
purchased plus installation costs and other indirect materials and labor.

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative  expenses  decreased  from $14.5  million in the third quarter of
1999 to $12.2  million in the third  quarter of 2000.  The  decrease in selling,
general and  administrative  expenses is due to lower  expenses  relative to the
lower  volumes at  Thermo-Shield,  reduced  expenses  in 2000  related to closed
operations  and lower  expenses  at the  corporate  office  due to cost  cutting
efforts.

      Selling,  general and  administrative  expenses include sales commissions,
advertising expenses, rent expense,  corporate operating costs and other general
and administrative expenses.

      Depreciation Expense.  Depreciation expense increased from $244,000 in the
third  quarter of 1999 to $258,000  in the third  quarter of 2000 as a result of
capital expenditures in 1999 and 2000.

      Amortization Expense.  Amortization expense increased from $742,000 in the
third  quarter of 1999 to $759,000 in the third  quarter of 2000.  This increase
results from  additional  amortization  expense in the third  quarter of 2000 at
several  subsidiaries  as the former owners  secured an increase to our purchase
price of their entities by achieving  post-acquisition  earnings  targets.  This
increase was  partially  offset by reduced  amortization  related to  operations
closed during the third quarter of 2000.

      Interest  Expense.  Interest  expense  increased  from $1.0 million in the
third quarter of 1999 to $1.3 million in the third quarter of 2000  primarily as
a result of somewhat  higher  rates  charged on the PNC Bank credit  facility in
2000.

      Income Tax  Provision.  The  provision  (benefit)  for income taxes in the
third quarter of 1999 differs from the amount computed by applying the statutory
U.S.  Federal income tax rate to loss before income taxes  primarily as a result
of state taxes and non-deductible goodwill amortization. Due to operating losses
incurred  during 2000, we are now forecasting a taxable loss for the year ending
December 31, 2000. Management has concluded that it is more likely than not that
our  deferred  tax assets will not be realized  and,  accordingly,  deferred tax
assets have been fully offset by a valuation allowance as of September 30, 2000.


                                       20

<PAGE>

      Series A and B Cash Dividends.  There were no cash dividends for the third
quarter of 2000 on our Series A and Series B preferred stock since the preferred
stock was converted into shares of our common stock effective December 31, 1999.

      Series C Cash Dividends.  PNC Bank did not permit us to pay cash dividends
on the Series C preferred stock for the third quarter of 2000.

      Series C Non-Cash Dividends.  Non-cash dividends of $542,000 for the third
quarter of 2000 and $497,000 for the third quarter of 1999  represent  accretion
of the discount on the mandatorily  redeemable  Series C preferred stock related
to the value of the detachable  stock purchase  warrants  issued to the Series C
preferred stockholders and stock dividends paid to these stockholders.

      Series D  Undeclared  Dividends.  PNC  Bank is  currently  not  permitting
payment of dividends  on our Series D preferred  stock which was issued in April
2000. In September 2000,  holders of approximately 79% of the Series D preferred
stock  agreed to  restructure  their  stock such that  dividends  payable to the
holders  will not begin to accrue until  October  2001.  Accordingly,  the third
quarter includes  reversal of the $180,000 of undeclared  dividends  reported in
the second quarter of 2000.

      Series E Undeclared  Dividends.  The amount  reported as dividends for the
three months ended  September 30, 2000,  represents 12% cumulative  dividends on
300,000 shares of Series D preferred stock that were unpaid at the time of their
conversion to Series E preferred stock on September 30, 2000.

Nine Months Ended September 30, 2000 Compared to September 30, 1999

      Revenues.  Revenues  decreased from $79.3 million in the first nine months
of 1999 to $75.1  million in the first nine months of 2000.  Revenues  decreased
$4.2  million or 5.3% due  primarily  to  fluctuations  in revenues  for certain
subsidiaries.  Rolox and  ThermoView  of  Missouri  collectively  reported  $1.7
million  less  revenues  in the first  nine  months of 2000 than in the  similar
period in 1999.  This reduced  revenue was due to the negative  effects of their
window supplier's quality control and delivery  problems.  Their window supplier
was our manufacturer  (Precision)  located in St. Louis,  Missouri.  Precision's
inability to produce and deliver windows  resulted from its plant  relocation in
the first quarter of 2000.  Revenues from  Thermo-Shield  decreased $2.0 million
due to  changing  its lead  generation  strategy  and the  closing of two of its
branch   operations  that  were   unprofitable.   Additionally,   American  Home
Developers'  revenue  decreased $1.9 million in the first nine months of 2000 as
compared to the first nine months of 1999 as the operation was being closed.

      We partially offset the revenue reduction  discussed above by $2.1 million
more  revenue  reported  in the first  nine  months of 2000 due  principally  to
product diversification in several of our retail subsidiaries.

      Gross Profit.  Gross profit decreased from $43.7 million in the first nine
months of 1999 to $39.3  million in the first nine months of 2000.  This decline
principally  results  from less  revenue  at  Thermo-Shield  and  American  Home
Developers as explained above, and the poor operating  performance at Precision,
Rolox and  ThermoView  of Missouri.  As a percentage  of revenues,  gross profit
decreased from 55.1% in the first nine months of 1999 to 52.3% in the first nine
months of 2000.  This  decrease  results  primarily  because  some  costs at our
subsidiaries  are fixed and these fixed costs are more  significant  relative to
the lower  volumes in the first nine  months of 2000  compared to the first nine
months of 1999.


                                       21

<PAGE>

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative  expenses  remained  constant at $39.9  million in the first nine
months  of 1999  and the  first  nine  months  of  2000.  Selling,  general  and
administrative  expenses as a percentage of revenue  increased from 50.3% in the
first  nine  months  of 1999 to 53.2% in the  first  nine  months  of 2000.  The
increase in selling,  general and  administrative  expenses as a  percentage  of
revenues  in the first  nine  months of 2000  results  primarily  from the fixed
nature of certain expenses relative to the lower volumes.

      Unusual  Charges.  Unusual  charges  for the  first  nine  months  of 2000
amounting to $10.7 million  represent  primarily  goodwill write offs for two of
our subsidiaries which we closed,  Precision and American Home Developers,  plus
other asset write offs and expense accruals required by these closures.

      Depreciation Expense.  Depreciation expense increased from $684,000 in the
first nine  months of 1999 to  $803,000  in the first  nine  months of 2000 as a
result of capital expenditures in 1999 and 2000.

      Amortization Expense.  Amortization expense increased from $2.3 million in
the first nine months of 1999 to $2.5  million in the first nine months of 2000.
This increase  primarily  results from  additional  amortization  expense in the
first nine months of 2000 at several  subsidiaries  as the former owners secured
an   increase  to  our   purchase   price  of  their   entities   by   achieving
post-acquisition earnings targets. This increase was partially offset by reduced
amortization related to operations closed in 2000.

      Interest  Expense.  Interest  expense  increased  from $1.9 million in the
first  nine  months of 1999 to $3.5  million  in the first  nine  months of 2000
primarily as a result of interest,  including  accreted  discount,  on the $10.0
million  senior  subordinated  promissory  note  with GE  Capital,  which  began
accruing in mid-1999,  as well as interest on additional  amounts borrowed under
the PNC Bank credit  facility in the first  quarter of 1999.  Also, we are being
charged somewhat higher interest rates on the PNC credit facility in 2000.

      Income Tax  Provision.  The  provision  for income taxes in the first nine
months of 1999 differs from the amount  computed by applying the statutory  U.S.
Federal  income tax rate to loss before  income  taxes  primarily as a result of
state taxes and non-deductible  goodwill amortization.  At December 31, 1999, we
reported  $1.7 million of deferred  income tax assets.  Due to operating  losses
incurred  during 2000, we are now forecasting a taxable loss for the year ending
December 31, 2000. Management has concluded that it is more likely than not that
our  deferred  tax  assets  will not be  realized.  As a result,  the income tax
provision  for the nine month period  ended  September  30,  2000,  includes the
effects of  recognizing  a valuation  allowance  against the deferred tax assets
that existed at December 31, 1999, and no additional  deferred income taxes have
been recorded for the nine month period ended September 30, 2000.


                                       22

<PAGE>

      Series A and B Cash Dividends.  There were no cash dividends for the first
three quarters of 2000 on our Series A and Series B preferred  stock,  since the
preferred stock was converted into shares of our common stock effective December
31, 1999.

      Series  C Cash  Dividends.  PNC  Bank  did not  permit  us to pay any cash
dividends  on our Series C preferred  stock in the second and third  quarters of
2000.  The first quarter of 1999 did not have any cash dividends on the Series C
preferred stock since it was issued in April 1999.

      Series C Non-Cash  Dividends.  Non-cash  dividends of $1.6 million for the
first  three  quarters  of  2000  represent  accretion  of the  discount  on the
mandatorily  redeemable  Series C  preferred  stock  related to the value of the
detachable stock purchase warrants issued to the Series C preferred stockholders
and stock  dividends  paid to these  stockholders.  Non-cash  dividends  of $2.0
million for 1999 relate to a beneficial  conversion  feature of the  mandatorily
redeemable Series C convertible preferred stock issued in April 1999, as well as
accretion of the discount of the stock and stock dividends.

      Series D  Undeclared  Dividends.  PNC  Bank is  currently  not  permitting
payment of these  dividends on our Series D preferred  stock which was issued in
April 2000.  There is no amount  reported as  undeclared  dividends for the nine
months  ended  September  30,  2000 since the stock was  restructured  such that
dividends payable to the holders will not begin to accrue until October 2001.

      Series E Undeclared  Dividends.  The amount  reported as dividends for the
nine months ended September 30, 2000, represents 12% cumulative dividends on the
300,000  shares  of Series D  preferred  stock  that were  unpaid at the time of
conversion to Series E preferred stock on September 30, 2000.

Liquidity And Capital Resources

      As of  September  30, 2000,  we had cash and  equivalents  of $866,000,  a
working capital deficit of $14.9 million, $7.7 million of long-term debt, net of
current maturities, and $13.1 million of mandatorily redeemable preferred stock.
Our operating  activities  for the nine months ended  September  30, 2000,  used
$547,000 of cash. Our operating  activities for the nine months ended  September
30, 1999, provided $1.4 million of cash.

      The  use of cash  for  investing  activities  for the  nine  months  ended
September 30, 2000,  relates  primarily to additional  consideration  paid under
terms of a 1999 acquisition agreement which accounts for the use of $1.0 million
of  cash.  Investing  activities  also  included  investments  in  property  and
equipment of $686,000 in the nine months ended  September 30, 2000, and $196,000
of cash  provided by other  investing  activities.  During the nine months ended
September  30,  1999,  we used $20.8  million for  acquisitions,  invested  $1.5
million in property and  equipment  and had  $155,000 of cash  provided by other
investing activities.

      Financing activities in the nine months ended September 30, 2000, utilized
$416,000 of cash,  comprised of a payment of $101,000 for  preferred  stock cash
dividends and $316,000 for repayment of debt. The major sources of cash provided
by financing  activities  for the nine months  ended  September  30, 1999,  were
borrowings  of $9.7 million from our PNC Bank credit  facility,  net proceeds on
borrowings  from GE Capital of $9.4  million,  and net proceeds from issuance of
mandatorily redeemable Series C convertible preferred stock and detachable stock
purchase warrants of $5.4 million. These sources were offset by the repayment of
$2.3 million of debt,  exclusive of refinanced debt, the payment of $1.5 million
of preferred  dividends and deferred  financing  costs of $954,000  exclusive of
fees related to GE Capital accounted for above.


                                       23

<PAGE>

      As of the date of this Form  10-Q,  we have  borrowed  the  entire  amount
available  to us under our $15 million PNC Bank line of credit.  The $15 million
line of credit and $10 million  subordinated  debt owed to GE Capital require us
to comply with  affirmative  and negative  covenants.  We must maintain  various
financial ratios and these lenders may restrict us from incurring other debt. We
may not pay cash  dividends on our common stock,  and as discussed  below,  cash
dividends on our preferred stock,  while the line of credit and the subordinated
debt are  outstanding.  We are also  subject  to other  restrictions,  including
restrictions  pertaining to significant  corporate  transactions  and management
changes.

      We violated PNC Bank and GE Capital  covenants at certain dates during the
six month period ended June 30, 2000. The covenant  violations  resulted largely
from losses during the twelve-month period prior to covenant  measurement dates.
Because of losses,  we currently have no excess cash available for unanticipated
working  capital  purposes.  PNC Bank and GE Capital have waived these  covenant
violations and have amended financial covenants to accommodate compliance in the
future.  The most  restrictive  of the amended  covenants is the  requirement to
repay $5 million of the PNC Bank line of credit in  December  2000 as well as to
meet debt service coverage ratios as defined in the debt agreements. Although we
complied  with  debt  service  ratio  requirements  at our  September  30,  2000
quarterly  measurement  date,  it is  reasonably  possible we may not be able to
comply with amended debt covenants in the future. In this event, PNC Bank and GE
Capital  will have the right to demand  payment  of the total  amounts  due them
including the amounts classified as long-term obligations at September 30, 2000.

      We have  secured the line of credit by  substantially  all of our personal
property  and by a pledge to PNC Bank of all of our  ownership  interests in our
subsidiaries.  The line of credit requires that any company  acquired by us must
become a  borrower  under the line of credit.  Additionally,  the line of credit
obligates  us to pay a quarterly  unused  loan fee and other fees and  expenses.
Four stockholders of the Company (one of whom is also a director of the Company)
guarantee  a total of $3  million of the  credit  facility  for fees equal to an
annual rate of 10%.

      If we default under the line of credit, PNC Bank could, among other items,
cease all  advances,  accelerate  all amounts  owed to PNC Bank and increase the
interest rate on the line of credit.  If we default under the subordinated  debt
documents,  GE Capital could, among other items,  accelerate all amounts owed to
GE  Capital,  subject to the rights of PNC Bank as our senior  lender  under the
line of  credit.  Under  either  the PNC Bank line of  credit or the GE  Capital
subordinated  debt,  an  event  of  default  could  result  in the  loss  of our
subsidiaries  because of the pledge of our ownership in all of our  subsidiaries
to PNC Bank and on a subordinated basis to GE Capital.

      In August 2000,  PNC Bank extended the maturity date of $10 million of our
$15 million line of credit from May 1, 2001 to July 1, 2001. In connection  with
waiving  defaults at June 30, 2000, PNC Bank is requiring us to repay $5 million
of the line of credit by December 27, 2000. Based on its terms, we have included
the entire $15 million of the line of credit in the current portion of long-term
debt as of September 30, 2000.  PNC Bank is also not  permitting  the payment of
any cash  dividends on our Series C, Series D or Series E preferred  stock until
the earlier of  repayment  of the entire $15 million line of credit or September
30, 2001.


                                       24

<PAGE>

      We have  suffered  recurring  operating  losses,  have a  working  capital
deficit at September 30, 2000, and used cash in operations during the nine month
period ended September 30, 2000. As previously discussed,  we also violated debt
covenants  during the six months  ended June 30,  2000.  Although  lenders  have
waived the  defaults,  the debt  covenant  violations  together with these other
factors  currently  raise  substantial  doubt about our ability to continue as a
going concern.

      We  plan  to  increase  cash  flows  and to take  steps  toward  achieving
profitable operating results through increased management focus on improving our
retail segment's operating results, the closure of unprofitable operations,  and
reduction of corporate administrative expenditures.  We have already taken steps
to close the following unprofitable operations:

o     Precision  Window  Mfg.,  Inc.,  our window  manufacturer  in St.  Louis,
        Missouri.

o     American Home  Developers  Co.,  Inc., our retail  subsidiary  that sells
        primarily textured coatings in Los Angeles, California.

o     Key Home Credit, our finance subsidiary in Owensboro, Kentucky.

      We have taken steps to reduce administrative  expenditures  principally by
terminating corporate employees.

      We may  dispose  of some of our  assets to  generate  sufficient  funds to
satisfy  the  requirement  to repay $5 million of our PNC Bank line of credit by
December 27, 2000.  PNC Bank would need to approve such a sale, and the sale may
result in a loss to us.  Although  $5 million is the only amount due in December
2000, we are exploring the  possibility  of  refinancing  the entire $15 million
credit facility prior to December 31, 2000. Alternatives to a refinancing before
December  31,  2000,  would be to  refinance  only the $5  million  portion  due
December  2000,  with PNC Bank's  approval,  or to sell our assets as  discussed
above. Although we intend to aggressively pursue these alternatives, there is no
assurance that we will have  sufficient  funds available by December 27, 2000 to
retire the $5 million.

      In August 2000, the two funds holding the mandatorily redeemable preferred
stock agreed to be paid  dividends with 100% of our common stock until such time
as the normal  quarterly  dividend  payments of part cash, part common stock are
again permitted in accordance  with terms of the PNC Bank agreement.  Payment of
the  dividend in common  stock will be  dilutive.  Assuming  the stock  dividend
continues  for four  quarters at a market  trading  price of $.50 per share,  we
would be required to issue approximately 806,000 additional shares of our common
stock to the two funds in lieu of cash  dividends.  Also in August 2000, the two
funds  temporarily  waived  their  right to keep  their  registration  statement
effective,  and will not  impose the  penalties  permitted  under the  agreement
during the waiver period which extends through May 31, 2001.


                                       25

<PAGE>

      Except for the $5 million  required  payment to PNC Bank by  December  27,
2000,  and the $10  million due by July 1, 2001,  we believe  that our cash flow
from operations will allow us to meet our anticipated  needs during at least the
next 12 months for:

o     payment of the interest on our line of credit and subordinated debt;

o     working capital requirements; and

o     planned property and equipment capital expenditures.

      Originally,  we  intended  to  continue  our  acquisition  program  with a
combination  of  cash,  common  stock  and  seller  debt  used  to  finance  our
acquisitions  and we  anticipated  the  cash  needed  for  acquisitions  to come
principally  from an  expanded  bank line and  future  common  stock  offerings.
Currently,  we do not have an expanded  bank line nor do we  anticipate a common
stock offering in the near term to fund acquisitions or unanticipated  operating
needs. Due to our current liquidity problems,  unavailable capital, and our need
to focus on improving the profitability of existing operations,  we have decided
to suspend  acquisition  activity and the opening of new retail market locations
in  the  near  term.  In  terms  of  improving  the  profitability  of  existing
operations,  management is in particular  focusing attention on Thermo-Shield as
this subsidiary  transitions to a new lead generation strategy.  An unsuccessful
transition will adversely  impact future  profitability  and cash flow and would
then  potentially  result in asset  impairment  issues at this  subsidiary.  Our
investment in this subsidiary amounts to $5.9 million at September 30, 2000.

      We will need additional  sources of financing in the longer term to expand
the  market  areas  of our  existing  retail  subsidiaries  and to make  further
acquisitions should we determine to do so in the future. Any required additional
financing may not be available on terms  favorable to us, or at all. If adequate
funds are not available on acceptable terms, we may be unable to fund additional
acquisitions,  successfully promote our products, open new locations, or develop
new or enhanced products,  any of which could lower our revenues and net income,
if we achieve  profitability  in the  future.  If we raise  additional  funds by
issuing  equity  securities,  stockholders  may  experience  dilution  of  their
ownership  interest and the newly issued  securities may have rights superior to
those of our common stock.  If we issue or incur debt to raise funds,  we may be
subject to limitations on our operations.

Pending Litigation

      ThermoView  does not  anticipate  any  significant  adverse  effect on our
results of operations or cash flow during the next twelve months  because of the
Pro Futures  litigation  or the  harassment  claim  described in Part II - Other
Information, Item 1. Legal Proceedings.  Although ThermoView believes the claims
in this litigation are without merit and intends to vigorously defend the suits,
an adverse outcome,  thereafter,  in these actions could have a material adverse
effect on our results of operations and cash flow.

      The shares in the initial public offering may have been offered or sold in
violation of the Securities Act of 1933.

      ThermoView  entered into a 90-day  listing  agreement in October 1999 with
IPO.COM,   Inc.  under  which  ThermoView  authorized  IPO.COM  to  include  its
prospectus  on the  IPO.COM  web  site.  In  addition  to  hosting  ThermoView's
prospectus,  IPO.COM provided  summary  material  relating to ThermoView and its
initial  public  offering on its web site.  The IPO.COM web site also provided a


                                       26

<PAGE>

direct link to the  ThermoView web site.  Although  ThermoView did not intend to
create an agency  relationship with IPO.COM,  and while ThermoView believes that
IPO.COM is not and has not acted as its agent,  the listing  agreement  may have
created an agency relationship. If IPO.COM is deemed ThermoView's agent pursuant
to the listing agreement,  the summarized  material contained in the IPO.COM web
site relating to ThermoView and the initial public  offering and the information
contained in the ThermoView web site could constitute a prospectus that does not
meet the requirements of the Securities Act of 1933. If the summarized materials
relating to ThermoView in the IPO.COM web site or the materials contained in the
ThermoView  web site did  constitute a violation of the  Securities Act of 1933,
investors in the initial public  offering would have the right,  for a period of
one year from the date of their purchase of common stock,  to obtain recovery of
the  consideration  they paid for their  common  stock or, if these  persons had
already sold the common stock,  to sue  ThermoView  for damages  resulting  from
their  purchase of common stock.  These damages could total up to  approximately
$6.9 million, plus interest, based on the initial public offering price of $5.50
per share for  1,255,000  shares,  if these  investors  seek recovery or damages
after  an  entire  loss of their  investment.  Any  recovery  or  damages  could
adversely impact  ThermoView's  liquidity during the period in which a refund is
paid.  Although  ThermoView cannot be certain as to the ultimate  disposition of
this  matter,  it is the  opinion  of  ThermoView's  management,  based upon the
information  available to it,  including the advice of legal  counsel,  that the
expected  outcome of this  matter will not  significantly  affect the results of
operations and financial condition of ThermoView.

Seasonality

      Historically,  our results of  operations  have  fluctuated  on a seasonal
basis. We have experienced  lower levels of sales and  profitability  during the
period from  mid-November to mid-March,  impacting the first and fourth quarters
of each year.  Inclement  weather  conditions in the winter and spring months in
our markets located in the north central United States,  which limit our ability
to install  exterior  home  improvement  products,  reduces  demand for windows,
doors,  vinyl  siding  and  related  products.  Our  intention  is to expand our
southern  California  markets and to enter other  markets in the  Southwest  and
southern  United  States to reduce  the  impact  of  seasonality  if we have the
available capital.

Item 3. Quantitative And Qualitative Disclosures About Market Risk

      Changes in interest  rates expose us to market risk.  As of September  30,
2000,  approximately 60% of our debt portfolio  consisted of variable-rate  debt
and  approximately  40%  consisted  of  fixed-rate  debt.  With  respect  to the
variable-rate  debt, a  hypothetical  100 basis point increase in interest rates
would  increase  our annual  interest  expense by  approximately  $150,000 as of
September 30, 2000.

      Interest  rate changes would result in gains or losses in the market value
of our  fixed-rate  debt  due to the  differences  between  the  current  market
interest rates and the rates  governing these  instruments.  With respect to our
fixed-rate  debt  outstanding  at  September  30, 2000, a 10% change in interest
rates would not have resulted in a  significant  change in the fair value of our
fixed-rate debt.


                                       27

<PAGE>


                             Part II - OTHER INFORMATION

Item 1. Legal Proceedings

      On March 3, 2000, Pro Futures Bridge Capital Fund, L.P. and Bridge Capital
Partners,  Inc.  Defined Benefit Pension Plan filed an action titled PRO FUTURES
BRIDGE CAPITAL FUND, L.P. V. THERMOVIEW  INDUSTRIES,  INC., ET AL., Civil Action
No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its directors,
certain  officers,  an employee and a stockholder  alleging  breach of contract,
common law fraud, fraudulent  misstatements and omissions in connection with the
sale of securities,  negligent  misrepresentations and breach of fiduciary duty.
These claims are in connection with the mandatory conversion of ThermoView's 10%
Series A convertible  preferred stock,  held by the two funds, into common stock
upon  completion of the initial public  offering in December 1999, and purchases
by the two funds of ThermoView's common stock from ThermoView stockholders.  The
funds are seeking  rescission of their purchases of the Series A preferred stock
in the amount of $3,250,000, plus interest and unspecified damages in connection
with their purchases of the common stock.  ThermoView  filed a notice to dismiss
certain claims and an answer  denying  liability in the remainder of the claims.
ThermoView  also  exercised  an election for the removal of the action to the US
District  Court of Colorado,  and the matter was  designated  by the US District
Court as Civil  Action No.  00-B-722.  Pro Futures  filed a motion to remand the
action back to the original venue. The court rendered an opinion which dismissed
certain named  individual  defendants  due to lack of personal  jurisdiction  in
Colorado  courts and retained  venue with the US District  Court.  The court has
entered a  scheduling  order  establishing  a trial date in December  2001.  The
matter  is  currently  in the  initial  discovery  phase,  with  depositions  of
ThermoView  officers  tentatively  scheduled  for  early  December  2000.  While
ThermoView  believes that the claims are without merit and intends to vigorously
defend the suit, it is too early in the process to predict the likely outcome of
the matter.

      An employee of an  affiliate  of Thomas  Construction,  Inc.  (Thomas),  a
subsidiary of  ThermoView,  has filed suit against both the affiliate and Thomas
claiming sexual harassment.  The Company intends to defend this claim vigorously
and does not expect the outcome to have a material adverse effect on the results
of operations and financial condition of the Company.

Item 2. Changes in Securities and Use of Proceeds

      None.

Item 3. Defaults Upon Senior Securities

      None.

Item 4. Submission of Matters to a Vote of Security Holders

      None.

Item 5. Other Information

      We announced a change of address and  telephone  number for the  principal
      executive  office.  Effective  September  28,  2000,  the  location of our
      principal executive office is 5611 Fern Valley Road, Louisville,  Kentucky
      40228. You should send  correspondence  to us via the United States Postal
      Service at PO Box 34749,  Louisville,  Kentucky 40232-4749.  Our telephone
      number, including area code, is (502) 968-2020.


                                       28

<PAGE>

      We appointed George T. Underhill,  III, age 45, to our Board of Directors
      effective  October 9, 2000.  Mr.  Underhill is the treasurer of Underhill
      Associates, located in Louisville,  Kentucky and is a partner in numerous
      real estate  entities.  Mr.  Underhill  received a B.A degree in Business
      and Accounting  from Miami  University of Ohio in 1977 and received a J.D
      degree  from  the  University  of  Louisville  in  1980.  Mr.   Underhill
      maintains  licenses  for the  practice  of law,  real  estate  and public
      accounting in the  Commonwealth of Kentucky.  Mr.  Underhill is currently
      the Vice Chairman of the Board of Directors of Palladium  Communications,
      a  multi-state  licensee  of  telecommunications,   and  is  founder  and
      director of Premiere Technologies,  located in Louisville,  Kentucky. Mr.
      Underhill also maintains director positions with numerous  charitable and
      civic organizations located within the Louisville,  Kentucky metropolitan
      area. Mr. Underhill will serve in Class II of our directors.

      In July  2000,  our  Chairman,  Stephen A.  Hoffmann,  made a loan to our
      President,  Charles L. Smith,  in the amount of  $183,000.  Mr.  Hoffmann
      loaned the funds as a partial  advance of the earn out award of  $450,000
      that we owe to Mr. Smith.  Repayment of this advance is  contingent  upon
      our  satisfaction  of the earn out award  that we owe to Mr.  Smith.  The
      loan  includes an interest rate of 9% until Mr. Smith pays the advance in
      full.

      On June 20, 2000, our Board approved, subject to stockholder approval, the
      2000 stock  option  plan.  We may grant under the 2000 plan,  qualified or
      non-qualified   stock  options  to  our  key  employees  and   nonemployee
      directors.  We  determine  the  exercise  price and  terms of any  options
      granted at the date of grant.

      We transferred to the 2000 plan the remaining  68,275 shares available for
      grant  under the 1999 plan as of the close of business  on  September  30,
      2000.  After the  transfer  of the  shares  from the 1999 plan to the 2000
      plan, we have an aggregate of 1,400,000 shares reserved for issuance under
      the 2000 plan.

      In September 2000, we granted options to purchase 496,998 shares under the
      1999  plan to key  employees  and  directors.  The  exercise  price of the
      options is $.625 per share,  which was the fair value of our common  stock
      on the date of grant. The options vested  immediately and expire ten years
      from the date of grant.

      In August 2000,  we issued 45,000 shares of our common stock having a fair
      value of $36,585 as consideration for various investment banking services.
      Also, we issued  warrants to purchase  200,000  shares of common stock for
      these  services.  The warrants  are  immediately  exercisable  as follows:
      50,000  shares at $4 per  share;  50,000  shares at $5 per  share;  50,000
      shares at $6 per share;  and 50,000  shares at $7 per share.  The warrants
      expire two years  after the  effective  date of a  registration  statement
      registering the underlying shares. We have expensed the $7,000 approximate
      value of the  warrants  and have  included  as an  increase to our paid-in
      capital the $7,000 approximate value of the warrants.


                                       29

<PAGE>

      In October  2000,  we issued  warrants to purchase  200,000  shares of our
      common stock at $12 per share to satisfy obligations with our underwriters
      arising in connection  with our initial  public  offering of common stock.
      The warrants expire two years after the issuance date.

      In October  2000,  we issued  warrants to purchase  340,000  shares of our
      common  stock at $12 per share and  agreed to the  payment  of  $60,000 to
      WestPark Capital, Inc., for WestPark to act as our non-exclusive financial
      advisor.  We agreed to pay to WestPark contingent fees for raising debt or
      equity  capital  for  us or  for  providing  us  merger  and  acquisitions
      candidates. The agreement is for two years.

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits.

      Reference  is made to the  Index of  Exhibits  immediately  preceding  the
      exhibits hereto (beginning on page 31), which index is incorporated herein
      by reference.

(b)   Reports on Form 8-K.

      We filed a Form 8-K on September 1, 2000,  reporting  Item 5. Other Events
      related to the following  matter.  We announced the appointment of Charles
      L. Smith and Bruce C. Merrick to our Board of Directors  effective  August
      30, 2000.

      Mr. Smith currently  serves as our President and Chief Operating  Officer
      and will fill a vacancy in our Class III directors.

      Mr.  Merrick  is the  President  of Dant  Clayton  Corporation,  a private
      manufacturer of spectator seating located in Louisville,  Kentucky,  which
      he founded in 1979. Mr. Merrick is currently a member of several  national
      and   widely-known   Boards,   including  D.D.   Williamson,   the  global
      manufacturer of caramel coloring;  Western Kentucky  University's Board of
      Advisors;  Actor's Theatre of Louisville's President elect; Custom Quality
      Services - Metro United Way Agency;  and the Western  Kentucky  University
      Student Life Foundation. In addition to his professional and philanthropic
      duties,  Mr.  Merrick was recognized as  Entrepreneur  of the Year for the
      Manufacturing Division of Kentucky and Southern Indiana. Mr. Merrick fills
      a vacancy in our Class I directors.


                                       30

<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                               ThermoView Industries, Inc.



Date:  November 14, 2000       By:   /s/ John H. Cole
                                  -----------------------
                                  John H. Cole,
                                  Chief Financial Officer
                                  (principal financial and accounting officer)

















                                       31

<PAGE>


                                INDEX TO EXHIBITS

Exhibit
 Number                     Description of Exhibits
  3.1    -- Certificate of Amendment to Restated Certificate of Incorporation of
            ThermoView Industries, Inc., dated June 22, 2000
  4.1    -- Certificate  of Designation of Series D Preferred  Stock dated April
            14, 2000
  4.2    -- Amended Certificate of Designation of Series D Preferred Stock dated
            September 26, 2000
  4.3    -- Certificate  of  Designation  of  Series  E  Preferred  Stock  dated
            September 26, 2000
  4.4    -- 2000 Employee Stock Option Plan
  4.5    -- 2000 Employee Stock Option Plan Grant Certificate
 10.1    -- Sixth  Amendment to Loan Agreement and Amendment to Note dated as
            of August 15, 2000 by and among Borrowers and PNC Bank, N.A.
 10.2    -- Amendment  No. 3 and  Waiver  dated  as of  September 6, 2000 by and
            between the registrant and GE Capital Equity Investments, Inc.
 10.3    -- Letter Agreement dated September 6, 2000 by and among registrant and
            Brown Simpson Strategic Growth Fund, Ltd. and Brown Simpson
            Strategic Growth Fund, LP
 10.4    -- Client Service  Agreement by and among registrant and Continental
            Capital & Equity Corporation dated March 4, 2000
 10.5    -- Agent Agreement dated August 24, 2000 by and among registrant and
            Continental Capital & Equity Corporation
 10.6    -- Release  and  Settlement  Agreement dated  September 15, 2000 by and
            among registrant and Joseph Charles & Associates
 10.7    -- Release  and  Settlement  Agreement dated  September 26, 2000 by and
            among Registrant and WestPark Capital, Inc.
 10.8    -- Letter  Engagement  Agreement  dated  October 1, 2000  by  and among
            registrant and WestPark Capital, Inc.
 10.9*   -- Form of Agreement regarding earn out dated as of September  26, 2000
            by  and  between  registrant and  each individual  identified in the
            footnote below
 10.10** -- Form of Waiver  Agreement  dated as of September  26, 2000 by and
            between  registrant and each  individual  identified in the footnote
            below
 10.11   -- Common  Stock  Purchase  warrant  dated as of October 1, 2000 by and
            among registrant and Joseph Charles & Associates
 10.12   -- Consultant  Warrant  dated  as  of  October  1,  2000  by and  among
            registrant and WestPark Capital, Inc.
 10.13   -- Series E Preferred Stock Agreement dated as of September 30, 2000 by
            and among registrant and Rodney H. Thomas
 27.1    -- Financial Data Schedule


----------

*   Each person  identified  below,  together with the  registrant,  executed a
    separate  agreement  regarding earn out, dated as of September 26, 2000, as
    described  in Exhibit  No.  10.9:  Steven B. Hoyt,  Joel S. Kron,  Alvin W.
    Leingang (September 29, 2000), Michael S. Haines,  Bradley A. Smith, Rodney
    H. Thomas, Charles L. Smith, George Jenkins.
**  Each person  identified  below,  together with the  registrant,  executed a
    separate waiver agreement,  dated as of September 26, 2000, as described in
    Exhibit No. 10.10:  Steven B. Hoyt, Alvin W. Leingang (September 29, 2000),
    Michael S. Haines, Bradley A. Smith, Rodney H. Thomas.



                                       32

<PAGE>
                                      3.1

                           CERTIFICATE OF AMENDMENT
                                      TO
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                          THERMOVIEW INDUSTRIES, INC.




      THERMOVIEW INDUSTRIES, INC. (the "Company"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"), DOES HEREBY CERTIFY:
      FIRST:  That the Board of Directors of the Company,  by unanimous  written
consent of its  members,  filed with the  minutes  of the  Board,  duly  adopted
resolutions  setting  forth  a  proposed  amendment  to the  Company's  Restated
Certificate  of  Incorporation,  declaring  said  amendment to be advisable  and
proposing  stockholder  consideration  of such  amendment at the Company's  2000
Annual  Meeting of  Stockholders.  The  resolution  setting  forth the  proposed
amendment is as follows:

      RESOLVED,  That the Company's  Restated  Certificate of Incorporation,  as
amended,  be further  amended by changing  the first  paragraph  of Article 4 so
that,  as amended,  the first  paragraph  of said  Article  shall be and read as
follows:

      "4.  The  total  number  of  shares  of all  classes  of stock  which  the
Corporation  shall  have  authority  to issue is  Thirty  Million  (30,000,000),
consisting of (i) Twenty-Five Million  (25,000,000)  shares, par value $.001 per
share,  of Common  Stock  ("Common  Stock")  and (ii) Five  Million  (5,000,000)
shares, par value $.001 per share, of Preferred Stock ("Preferred Stock").

      SECOND: That thereafter, the Company's 2000 Annual Meeting of Stockholders
was duly called and held,  upon  notice in  accordance  with  Section 222 of the
DGCL,  at which  meeting the  necessary  number of shares as required by statute
were voted in favor of the amendment.

      THIRD:   That said amendment was duly adopted in accordance with the
provisions of Section 242 of the DGCL.





      IN WITNESS WHEREOF, said THERMOVIEW INDUSTRIES, INC. has caused this
certificate to be signed by Nelson E. Clemmens, its President, this ___ day
of June, 2000.
                               THERMOVIEW INDUSTRIES, INC.


                               By:_______________________________
                                     Nelson E. Clemmens, President

<PAGE>

                                     4.1

                          CERTIFICATE OF DESIGNATION


          CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES
                AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
              SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
               RESTRICTIONS THEREOF, OF 12% SERIES D CUMULATIVE
                                 PREFERRED STOCK

                                       OF

                           THERMOVIEW INDUSTRIES, INC.


            Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware


      Pursuant to Section 141(f) of the General  Corporation Law of the State of
Delaware (the "DGCL"), the Board of Directors of ThermoView Industries,  Inc., a
Delaware corporation (the "Company"), hereby unanimously consents to, adopts and
ratifies the following resolution:

      RESOLVED,  that pursuant to the authority  expressly granted to and vested
      in the Board of Directors of the Company by the  provisions of Section 4.2
      of Article IV of the Restated  Certificate of Incorporation of the Company
      (the "Restated  Certificate of Incorporation"),  and Section 151(g) of the
      DGCL,  such  Board  of  Directors  hereby  creates,  from  the  50,000,000
      authorized  shares of  Preferred  Stock,  par value  $.001 per share  (the
      "Preferred Stock"), of the Company authorized to be issued pursuant to the
      Restated  Certificate of  Incorporation,  a series of Preferred Stock, and
      hereby fixes by this  certificate of  designation  (this  "Certificate  of
      Designation") the voting powers,  designations,  preferences and relative,
      participating,  optional  or other  special  rights,  and  qualifications,
      limitations  or  restrictions  thereof,  of the  shares of such  series as
      follows:

           The series of Preferred  Stock hereby  established  shall  consist of
           1,500,000  shares  designated as "12%  Cumulative  Series D Preferred
           Stock"  (hereinafter  called the "Series D Preferred  Stock"),  which
           shall have a stated value of $5.00 per share.  The  relative  rights,
           preferences and limitations of such series shall be as follows:


                    12% CUMULATIVE SERIES D PREFERRED STOCK


      (1) Ranking. The Series D Preferred Stock will, with respect to payment of
dividends  and amounts  upon  liquidation,  dissolution  or winding up, rank (i)
senior to the Common Stock of the Company,  $.001 par value (the "Common Stock")
and to shares of all other series of  Preferred  Stock issued by the Company the
terms of which  specifically  provide that the capital stock of such series rank
junior to such  Series D  Preferred  Stock with  respect to  dividend  rights or
distributions upon dissolution of the Company ("Junior Stock"); (ii) on a parity
with (a) all  shares  of the  Company's  9.6%  Cumulative  Convertible  Series C
Preferred  Stock and (b) the shares of all capital  stock  issued by the Company
whether or not the dividend  rates,  dividend  payment  dates,  or redemption or
liquidation prices per share thereof shall be different from those of the Series
D  Preferred  Stock,  if the  holders of stock of such class or series  shall be
entitled  by the  terms  thereof  to the  receipt  of  dividends  or of  amounts
distributable  upon liquidation,  dissolution or winding up, as the case may be,
in proportion to their respective dividend rates or liquidation prices,  without
preference  or  priority  of one over the other as between  the  holders of such
stock and the holders of shares of Series D Preferred  Stock  (collectively  (a)
and (b) being "Parity  Stock");  and (iii) junior to all capital stock issued by
the Company the terms of which specifically  provide that the shares rank senior
to the Series D Preferred Stock with respect to dividends and distributions upon
dissolution of the Company ("Senior Stock").

      (2)  Dividends.
           ---------

           (a) Holders of shares of Series D Preferred Stock will be entitled to
receive,  when,  as and if declared by the Board of Directors of the Company and
only with the consent of PNC Bank, N.A. or any successor lender thereto,  out of
funds of the Company  legally  available  for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  cash dividends at the rate per annum of
$0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred
Stock will be payable  quarterly  in arrears on the last  calendar day of April,
July,  October  and January of each year,  commencing  July 31, 2000 (and in the
case of any  accumulated  and  unpaid  dividends  not paid on the  corresponding
dividend payment date, at such additional times and for such interim periods, if
any,  as  determined  by the Board of  Directors).  Each such  dividend  will be
payable to holders of record as they appear on the stock  records of the Company
at the close of business on such  record  dates,  not more than 60 days nor less
than 10 days preceding the payment dates thereof, as shall be fixed by the Board
of Directors of the Company. Dividends will accrue from the date of the original
issuance of the Series D Preferred Stock. Dividends will be cumulative from such
date,  whether or not in any dividend  period or periods there shall be funds of
the Company legally  available for the payment of such dividends.  Accumulations
of  dividends  on shares of Series D  Preferred  Stock  will not bear  interest.
Dividends payable on the Series D Preferred Stock for any period greater or less
than a full  dividend  period  will be  computed  on the basis of  actual  days.
Dividends  payable on the Series D Preferred Stock for each full dividend period
will be computed by dividing the annual dividend rate by four.

           (b) Except as provided  in the next  sentence,  no  dividend  will be
declared or paid on any Parity Stock unless full cumulative  dividends have been
declared and paid or are  contemporaneously  declared and funds  sufficient  for
payment  set  aside on the  Series D  Preferred  Stock  for all  prior  dividend
periods.  If accrued  dividends  on the Series D  Preferred  Stock for all prior
periods have not been paid in full, then any dividends  declared on the Series D
Preferred Stock for any dividend period and on any Parity Stock will be declared
ratably  in  proportion  to  accumulated  and unpaid  dividends  on the Series D
Preferred Stock and such Parity Stock.

           (c) So long as the shares of the Series D  Preferred  Stock  shall be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series D
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series D  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series D Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants on rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

      (3)  Redemption.
           ----------

           (a) The shares of Series D Preferred  Stock will be redeemable at the
option of the Company in whole or in part, for cash or for such number of shares
of Common Stock as equals the  Liquidation  Preference  (defined  hereinafter in
paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to
accumulated and unpaid  dividends) as of the opening of business on the date set
for such  redemption.  In order to exercise its redemption  option,  the Company
must  notify the  holders of record of its Series D  Preferred  Stock in writing
(the "Conditions  Satisfaction  Notice") prior to the opening of business on the
second trading day after the conditions in the preceding  sentences  have,  from
time to time, been satisfied.

           (b) Notice of redemption (the  "Redemption  Notice") will be given by
mail to the  holders of the Series D  Preferred  Stock not less than 30 nor more
than 60 days prior to the date  selected  by the  Company to redeem the Series D
Preferred Stock.  The Redemption  Notice shall be deemed to have been given when
deposited in the United States mail, first-class mail, postage prepaid,  whether
or not such notice is actually  received.  The  Company's  right to exercise its
redemption  option will not be  affected by changes in the closing  price of the
Common Stock  following such 30-day  period.  If fewer than all of the shares of
Series D Preferred Stock are to be redeemed,  the shares to be redeemed shall be
selected by lot or pro rata or in some other equitable manner  determined by the
Board of Directors of the Company; provided, however, that the Company shall not
be required to effect the  redemption  in any manner that results in  additional
fractional  shares  being  outstanding.  If  full  cumulative  dividends  on the
outstanding  shares  of  Series D  Preferred  Stock  shall not have been paid or
declared and set apart for payment for all regular dividend payment dates to and
including the last dividend payment date prior to the date fixed for redemption,
the  Corporation  shall not call for redemption any shares of Series D Preferred
Stock  unless all such  shares  then  outstanding  are  called for  simultaneous
redemption.

           (c) On the  redemption  date,  the Company must pay, in cash, on each
share of Series D Preferred  Stock to be  redeemed  any  accumulated  and unpaid
dividends  through the redemption date. In the case of a redemption date falling
after a dividend  payment record date and prior to the related payment date, the
holders of the Series D Preferred  Stock at the close of business on such record
date will be  entitled  to receive  the  dividend  payable on such shares on the
corresponding  dividend  payment date,  notwithstanding  the  redemption of such
shares  following such dividend  payment record date.  Except as provided for in
the preceding sentence, no payment or allowance will be made for accumulated and
unpaid dividends on any shares of Series D Preferred Stock called for redemption
or on the shares of Common Stock issuable upon such redemption.

           (d) On and after the date  fixed for  redemption,  provided  that the
Company has made  available at the office of its registrar and transfer  agent a
sufficient  number of shares of Common Stock and an amount of cash to effect the
redemption,  dividends  will  cease to accrue on the  Series D  Preferred  Stock
called for  redemption  (except that,  in the case of a redemption  date after a
dividend  payment  record date and prior to the related  dividend  payment date,
holders of Series D Preferred Stock on the dividend  payment record date will be
entitled on such dividend  payment date to receive the dividend  payable on such
shares),  such  shares  shall be  cancelled  and shall no longer be deemed to be
outstanding  and all rights of the  holders of such shares of Series D Preferred
Stock  shall cease  except the right to receive the shares of Common  Stock upon
such redemption and any cash payable upon such redemption, without interest from
the date of such  redemption.  Such  cancelled  shares  shall be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to  series,  and may  thereafter  be  issued  but not as  shares  of Series D
Preferred  Stock. At the close of business on the redemption date upon surrender
in accordance with such notice of the certificates  representing any such shares
(properly  endorsed or assigned for  transfer,  if the Board of Directors of the
Company shall so require and the notice shall so state), each holder of Series D
Preferred  Stock  (unless the Company  defaults in the delivery of the shares of
Common Stock or cash) will be,  without any further  action,  deemed a holder of
the number of shares of Common Stock for which such Series D Preferred  Stock is
redeemable.

           (e)  Fractional  shares  of Common  Stock  are not to be issued  upon
redemption of the Series D Preferred  Stock,  but, in lieu thereof,  the Company
will pay a cash adjustment based on the current market price of the Common Stock
on the  day  prior  to the  redemption  date.  If  fewer  than  all  the  shares
represented by any such  certificate are redeemed,  a new  certificate  shall be
issued  representing  the unredeemed  shares of Series D Preferred Stock without
cost to the holder thereof.

           (f)  Any  shares  or  cash  set  aside  by the  Company  pursuant  to
subparagraph (e) and unclaimed at the end of three years from the date fixed for
redemption shall revert to the Company.

           (g) Subject to applicable  law and the  limitation on purchases  when
dividends  on the Series D Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series D  Preferred
Stock by tender or by private agreement.

      (4)  Liquidation Preference.
           ----------------------

           (a) The  holders  of  shares  of  Series D  Preferred  Stock  will be
entitled to receive in the event of any  liquidation,  dissolution or winding up
of the Company,  whether  voluntary or involuntary,  $5.00 per share of Series D
Preferred  Stock  (the  "Liquidation  Preference"),  plus an amount per share of
Series D  Preferred  Stock  equal to all  dividends  (whether  or not  earned or
declared)  accumulated  and unpaid thereon to the date of final  distribution to
such holders,  and no more. If, upon any liquidation,  dissolution or winding up
of the Company,  the assets of the Company,  or proceeds thereof,  distributable
among the holders of the Series D  Preferred  Stock are  insufficient  to pay in
full the liquidation preference with respect to the Series D Preferred Stock and
any other Parity  Stock,  then such assets,  or the  proceeds  thereof,  will be
distributed  among the holders of Series D  Preferred  Stock and any such Parity
Stock ratably in accordance  with the respective  amounts which would be payable
on such  Series D  Preferred  Stock  and any such  Parity  Stock if all  amounts
payable thereon were paid in full.

           (b) Neither a  consolidation  or merger of the  Company  with or into
another  corporation,  nor a sale, lease or transfer of all or substantially all
of the Company's assets will be considered a liquidation, dissolution or winding
up, voluntary or involuntary, of the Company.

      (5)  Voting Rights.  Except as may be required by applicable law from
           -------------
time to time, the holders of shares of Series D Preferred Stock will have no
voting rights.

      (6) Sinking  Fund.  The Series D Preferred  Stock shall not be entitled to
any mandatory  redemption or prepayment  (except on liquidation,  dissolution or
winding up of the affairs of the Company) or to the benefit of any sinking fund.

      WITNESS THE SIGNATURE of the  undersigned who is the Chairman of the Board
and Chief Executive Officer of ThermoView Industries, Inc. as of this ___ day of
April, 2000.



                               ------------------------------
                               Stephen A. Hoffmann

<PAGE>

                                4.2

                     CERTIFICATE OF AMENDMENT
                                OF
                    CERTIFICATE OF DESIGNATION
                                OF
                CUMULATIVE PREFERRED STOCK, SERIES D
                                OF
                    THERMOVIEW INDUSTRIES, INC.


             -----------------------------------------------
                      Pursuant to Section 151 of the
             General Corporation Law of the State of Delaware

             -----------------------------------------------

      ThermoView  Industries,  Inc.,  a  Delaware  corporation  (the  "Company")
certifies that pursuant to the authority  contained in Section 4.2 of Article IV
of its Restated Certificate of Incorporation, as amended, and in accordance with
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware,  the Board of Directors of the Company, at a meeting held on September
26, 2000,  duly approved and adopted the following  amendment to the Certificate
of Designation of 12% Series D Cumulative  Preferred Stock (the  "Certificate of
Designation")  and with the written  consent of all existing  holders of the 12%
Series D Cumulative Preferred Stock:

           A.   The preamble of the Certificate of Designation is
hereby replaced in its entirety with the following:

      Pursuant to Section 141(f) of the General  Corporation Law of the State of
Delaware (the "DGCL"), the Board of Directors of ThermoView Industries,  Inc., a
Delaware corporation (the "Company"), hereby unanimously consents to, adopts and
ratifies the following resolution:

      RESOLVED,  that pursuant to the authority  expressly granted to and vested
      in the Board of Directors of the Company by the  provisions of Section 4.2
      of Article IV of the Restated  Certificate of Incorporation of the Company
      (the "Restated  Certificate of Incorporation"),  and Section 151(g) of the
      DGCL,  such  Board  of  Directors  hereby  creates,   from  the  5,000,000
      authorized  shares of  Preferred  Stock,  par value  $.001 per share  (the
      "Preferred Stock"), of the Company authorized to be issued pursuant to the
      Restated  Certificate of  Incorporation,  a series of Preferred Stock, and
      hereby fixes by this  certificate of  designation  (this  "Certificate  of
      Designation") the voting powers,  designations,  preferences and relative,
      participating,  optional  or other  special  rights,  and  qualifications,
      limitations  or  restrictions  thereof,  of the  shares of such  series as
      follows:

           The series of Preferred  Stock hereby  established  shall  consist of
           2,000,000  shares  designated as "12%  Cumulative  Series D Preferred
           Stock"  (hereinafter  called the "Series D Preferred  Stock"),  which
           shall have a stated value of $5.00 per share.  The  relative  rights,
           preferences and limitations of such series shall be as follows:


      B.   Section 2 of the Certificate of Designation is hereby
replaced in its entirety with the following:


           (2)  Dividends.
                ---------

           (a) Holders of shares of Series D Preferred Stock will be entitled to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  cash dividends at the rate per annum of
$0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred
Stock  will  begin to accrue  commencing  October  1,  2001 and will be  payable
quarterly  in arrears  on the last  calendar  day of April,  July,  October  and
January  of each  year,  commencing  October  31,  2001  (and in the case of any
accumulated and unpaid dividends not paid on the corresponding  dividend payment
date,  at such  additional  times  and for  such  interim  periods,  if any,  as
determined by the Board of Directors).  Dividends  will be cumulative  from such
date,  whether or not in any dividend  period or periods there shall be funds of
the  Company  legally  available  for the payment of such  dividends.  Each such
dividend  will be  payable  to  holders  of record  as they  appear on the stock
records of the Company at the close of business on such record  dates,  not more
than 60 days nor less than 10 days preceding the payment dates thereof, as shall
be fixed by the Board of Directors of the Company. Accumulations of dividends on
shares of Series D Preferred Stock will not bear interest.  Dividends payable on
the Series D Preferred Stock for any period greater or less than a full dividend
period will be computed on the basis of actual  days.  Dividends  payable on the
Series D  Preferred  Stock for each full  dividend  period  will be  computed by
dividing the annual dividend rate by four.

           (b) Except as provided  in the next  sentence,  no  dividend  will be
declared or paid on any Parity Stock unless full cumulative  dividends have been
declared and paid or are  contemporaneously  declared and funds  sufficient  for
payment  set  aside on the  Series D  Preferred  Stock  for all  prior  dividend
periods.  If accrued  dividends  on the Series D  Preferred  Stock for all prior
periods have not been paid in full, then any dividends  declared on the Series D
Preferred Stock for any dividend period and on any Parity Stock will be declared
ratably  in  proportion  to  accumulated  and unpaid  dividends  on the Series D
Preferred Stock and such Parity Stock.

           (c) So long as the shares of the Series D  Preferred  Stock  shall be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series D
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series D  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series D Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

C.    Section 3 of the Certificate of Designation is hereby
replaced in its entirety with the following:

           (3)  Optional Redemption.
                -------------------

           (a) The shares of Series D Preferred  Stock will be redeemable at the
option of the Company in whole or in part, for cash or for such number of shares
of Common Stock as equals the  Liquidation  Preference  (defined  hereinafter in
paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to
accumulated and unpaid  dividends) as of the opening of business on the date set
for such  redemption.  In order to exercise its redemption  option,  the Company
must  notify the  holders of record of its Series D  Preferred  Stock in writing
(the "Conditions  Satisfaction  Notice") prior to the opening of business on the
second trading day after the conditions of redemption  have,  from time to time,
been satisfied.

           (b) Notice of redemption (the  "Redemption  Notice") will be given by
mail to the  holders of the Series D  Preferred  Stock not less than 30 nor more
than 60 days prior to the date  selected  by the  Company to redeem the Series D
Preferred Stock.  The Redemption  Notice shall be deemed to have been given when
deposited in the United States mail, first-class mail, postage prepaid,  whether
or not such notice is actually received. Any failure to mail the notice provided
or any defect in notice or in the mailing of notice will not affect the validity
of the  proceedings  for the  redemption  of any shares to be so  redeemed.  The
Company's  right to  exercise  its  redemption  option  will not be  affected by
changes in the closing price of the Common Stock  following  such 30-day period.
If fewer than all of the shares of Series D Preferred  Stock are to be redeemed,
the shares to be redeemed  shall be selected by lot or pro rata or in some other
equitable manner determined by the Board of Directors of the Company;  provided,
however,  that the Company shall not be required to effect the redemption in any
manner that results in additional fractional shares being outstanding.


           (c) On the  redemption  date,  the Company must pay, in cash, on each
share of Series D Preferred  Stock to be  redeemed  any  accumulated  and unpaid
dividends  through the redemption date. In the case of a redemption date falling
after a dividend  payment record date and prior to the related payment date, the
holders of the Series D Preferred  Stock at the close of business on such record
date will be  entitled  to receive  the  dividend  payable on such shares on the
corresponding  dividend  payment date,  notwithstanding  the  redemption of such
shares  following such dividend  payment record date.  Except as provided for in
the preceding sentence, no payment or allowance will be made for accumulated and
unpaid dividends on any shares of Series D Preferred Stock called for redemption
or on the shares of Common Stock issuable upon such redemption.

           (d) On and after the date  fixed for  redemption,  provided  that the
Company has made  available at the office of its registrar and transfer  agent a
sufficient  number of shares of Common Stock and an amount of cash to effect the
redemption,  dividends  will  cease to accrue on the  Series D  Preferred  Stock
called for  redemption  (except that,  in the case of a redemption  date after a
dividend  payment  record date and prior to the related  dividend  payment date,
holders of Series D Preferred Stock on the dividend  payment record date will be
entitled on such dividend  payment date to receive the dividend  payable on such
shares),  such  shares  shall be  cancelled  and shall no longer be deemed to be
outstanding  and all rights of the  holders of such shares of Series D Preferred
Stock  shall cease  except the right to receive the shares of Common  Stock upon
such redemption and any cash payable upon such redemption, without interest from
the date of such  redemption.  Such  cancelled  shares  shall be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to  series,  and may  thereafter  be  issued  but not as  shares  of Series D
Preferred  Stock. At the close of business on the redemption date upon surrender
in accordance with such notice of the certificates  representing any such shares
(properly  endorsed or assigned for  transfer,  if the Board of Directors of the
Company shall so require and the notice shall so state), each holder of Series D
Preferred  Stock  (unless the Company  defaults in the delivery of the shares of
Common Stock or cash) will be,  without any further  action,  deemed a holder of
the number of shares of Common Stock for which such Series D Preferred  Stock is
redeemable.

           (e)  Fractional  shares  of Common  Stock  are not to be issued  upon
redemption of the Series D Preferred  Stock,  but, in lieu thereof,  the Company
will pay a cash adjustment based on the current market price of the Common Stock
on the  day  prior  to the  redemption  date.  If  fewer  than  all  the  shares
represented by any such  certificate are redeemed,  a new  certificate  shall be
issued  representing  the unredeemed  shares of Series D Preferred Stock without
cost to the holder thereof.

           (f)  Any  shares  or  cash  set  aside  by the  Company  pursuant  to
subparagraph (e) and unclaimed at the end of three years from the date fixed for
redemption shall revert to the Company.

           (g) Subject to applicable  law and the  limitation on purchases  when
dividends  on the Series D Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series D  Preferred
Stock by tender or by private agreement.

           (3A.)Mandatory Redemption

           (a) The Company  will,  at the  redemption  price equal to the sum of
$5.00 per share,  redeem from any source of funds  legally  available  therefor,
twenty percent (20%) of all shares of Series D Preferred Stock and Parity Stock,
on an annual basis commencing October 1, 2001, and continuing on an annual basis
until such time that all shares have been redeemed  pursuant to the  Certificate
of Designation or by agreement of the Holders of such shares.

           (b) In the  event  of a  redemption  on only a  portion  of the  then
outstanding  shares of Series D Preferred  Stock,  the  Company  will effect the
redemption  pro rata  according  to the number of shares  held by each holder of
Parity Stock,

           (c ) At least ten (10) days and not more than  thirty (30) days prior
to the date  fixed for any  redemption  under  this  subsection  of the Series D
Preferred Stock or Parity Stock,  written notice (the "Redemption  Notice") will
be mailed,  postage prepaid,  to each holder of record of the Series D Preferred
Stock and  Parity  Stock at his or her post  office  address  last  shown on the
records of the Company. The Redemption Notice will state:

      (1)  whether  all or less  than all the  outstanding  shares  of  Series D
           Preferred  Stock and Parity  Stock are to be  redeemed  and the total
           number of shares of Series D Preferred  Stock and Parity  Stock being
           redeemed;

      (2)  the number of shares of Series D  Preferred  Stock and  Parity  Stock
           held by the holder that the Company intends to redeem;

      (3)  the Redemption Date and the Redemption Price; and

      (4)  that the holder is to surrender to the Company,  in the manner and at
           the  place  designated,   his  or  her  certificate  or  certificates
           representing  the shares of Series D Preferred Stock and Parity Stock
           to be redeemed.

The  Redemption  Notice shall be deemed to have been given when deposited in the
United  States mail,  first-class  mail,  postage  prepaid,  whether or not such
notice is  actually  received.  Any  failure to mail the notice  provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings for the redemption of any shares to be so redeemed.

           (d) On or before the date fixed for redemption, each holder of Series
D  Preferred   Stock  and  Parity  Stock  will  surrender  the   certificate  or
certificates  representing  the  shares of Series D  Preferred  Stock and Parity
Stock  to  the  Company,  in the  manner  and at  the  place  designated  in the
Redemption  Notice,  and the Redemption  Price for the shares will be payable in
cash on the Redemption  Date to the person whose name appears on the certificate
or certificates as the owner, and each surrendered certificate will be cancelled
and retired.  In the event that less than all of the shares  represented  by any
certificate are redeemed,  a new  certificate  will be issued  representing  the
unredeemed shares.

(e) Unless the Company fails to pay in full the Redemption  Price,  dividends on
the Series D Preferred  Stock called for redemption  will cease to accumulate on
the Redemption  Date, and all rights of the holders of the shares  redeemed will
cease to have any further  rights with  respect to the shares on the  Redemption
Date,  other than to receive the Redemption  Price.  Upon the failure to pay, as
described in the  immediately  preceding  sentence,  the dividend  rate for such
portion of  unredeemed  Series D Preferred  Stock shall  increase by two percent
(2%) on an  annual  basis  until  such  time that the  portion  of the  Series D
Preferred  Stock and  Parity  Stock for which a failure to pay has  occurred  is
redeemed.  In no event  shall the  applicable  dividend  rate  pursuant  to this
provision  increase  the rate of dividend  payable on the  outstanding  Series D
Preferred Stock and Parity Stock above sixteen percent (16%) per annum.

           (f) Subject to applicable  law and the  limitation on purchases  when
dividends  on the Series D Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series D  Preferred
Stock by tender or by private agreement.


      IN WITNESS WHEREOF ThermoView Industries, Inc. has caused this Certificate
to be signed by its President on this __ day of September 2000.



                                    ------------------------------------
                                    Name:  Charles L. Smith
                                    Title:    President

<PAGE>

                                      4.3

                          CERTIFICATE OF DESIGNATION


    CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES
          AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
        SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
         RESTRICTIONS THEREOF, OF 12% SERIES E CUMULATIVE
                                 PREFERRED STOCK

                                       OF

                           THERMOVIEW INDUSTRIES, INC.


      Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware


      Pursuant to Section 141(f) of the General  Corporation Law of the State of
Delaware (the "DGCL"), the Board of Directors of ThermoView Industries,  Inc., a
Delaware corporation (the "Company"), hereby unanimously consents to, adopts and
ratifies the following resolution:

      RESOLVED,  that pursuant to the authority  expressly granted to and vested
      in the Board of Directors of the Company by the  provisions of Section 4.2
      of Article IV of the Restated  Certificate of Incorporation of the Company
      (the "Restated  Certificate of Incorporation"),  and Section 151(g) of the
      DGCL,  such  Board  of  Directors  hereby  creates,   from  the  5,000,000
      authorized  shares of  Preferred  Stock,  par value  $.001 per share  (the
      "Preferred Stock"), of the Company authorized to be issued pursuant to the
      Restated  Certificate of  Incorporation,  a series of Preferred Stock, and
      hereby fixes by this  certificate of  designation  (this  "Certificate  of
      Designation") the voting powers,  designations,  preferences and relative,
      participating,  optional  or other  special  rights,  and  qualifications,
      limitations  or  restrictions  thereof,  of the  shares of such  series as
      follows:

           The series of Preferred  Stock hereby  established  shall  consist of
           500,000  shares  designated  as "12%  Cumulative  Series E  Preferred
           Stock"  (hereinafter  called the "Series E Preferred  Stock"),  which
           shall have a stated value of $5.00 per share.  The  relative  rights,
           preferences and limitations of such series shall be as follows:


              12% CUMULATIVE SERIES E PREFERRED STOCK


      (1) Ranking. The Series E Preferred Stock will, with respect to payment of
dividends  and amounts  upon  liquidation,  dissolution  or winding up, rank (i)
senior to the Common Stock of the Company,  $.001 par value (the "Common Stock")
and to shares of all other series of  Preferred  Stock issued by the Company the
terms of which  specifically  provide that the capital stock of such series rank
junior to such  Series E  Preferred  Stock with  respect to  dividend  rights or
distributions upon dissolution of the Company ("Junior Stock"); (ii) on a parity
with (a) all  shares  of the  Company's  9.6%  Cumulative  Convertible  Series C
Preferred Stock, (b) all of the shares of the Company's 12% Cumulative  Series D
Preferred  Stock,  and (c) the shares of all capital stock issued by the Company
whether or not the dividend  rates,  dividend  payment  dates,  or redemption or
liquidation prices per share thereof shall be different from those of the Series
E  Preferred  Stock,  if the  holders of stock of such class or series  shall be
entitled  by the  terms  thereof  to the  receipt  of  dividends  or of  amounts
distributable  upon liquidation,  dissolution or winding up, as the case may be,
in proportion to their respective dividend rates or liquidation prices,  without
preference  or  priority  of one over the other as between  the  holders of such
stock and the holders of shares of Series E Preferred  Stock  (collectively  (a)
and (b) being "Parity  Stock");  and (iii) junior to all capital stock issued by
the Company the terms of which specifically  provide that the shares rank senior
to the Series E Preferred Stock with respect to dividends and distributions upon
dissolution of the Company ("Senior Stock").

      (2)  Dividends.
           ---------

           (a) Holders of shares of Series E Preferred Stock will be entitled to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  cash dividends at the rate per annum of
$0.60 per share of Series E Preferred Stock. Dividends on the Series E Preferred
Stock will be payable  quarterly  in arrears on the last  calendar day of April,
July,  October and January of each year,  commencing October 1, 2001 (and in the
case of any  accumulated  and  unpaid  dividends  not paid on the  corresponding
dividend payment date, at such additional times and for such interim periods, if
any,  as  determined  by the Board of  Directors).  Each such  dividend  will be
payable to holders of record as they appear on the stock  records of the Company
at the close of business on such  record  dates,  not more than 60 days nor less
than 10 days preceding the payment dates thereof, as shall be fixed by the Board
of Directors of the Company. Dividends will accrue from the date of the original
issuance of the Series E Preferred Stock. Dividends will be cumulative from such
date,  whether or not in any dividend  period or periods there shall be funds of
the Company legally available for the payment of such dividends.
Each such  dividend  will be payable to holders of record as they  appear on the
stock records of the Company at the close of business on such record dates,  not
more than 60 days nor less than 10 days preceding the payment dates thereof,  as
shall be fixed  by the  Board of  Directors  of the  Company.  Accumulations  of
dividends  on  shares  of  Series E  Preferred  Stock  will  not bear  interest.
Dividends payable on the Series E Preferred Stock for any period greater or less
than a full  dividend  period  will be  computed  on the basis of  actual  days.
Dividends  payable on the Series E Preferred Stock for each full dividend period
will be computed by dividing the annual dividend rate by four.

           (b) Except as provided  in the next  sentence,  no  dividend  will be
declared or paid on any Parity Stock unless full cumulative  dividends have been
declared and paid or are  contemporaneously  declared and funds  sufficient  for
payment  set  aside on the  Series E  Preferred  Stock  for all  prior  dividend
periods.  If accrued  dividends  on the Series E  Preferred  Stock for all prior
periods have not been paid in full, then any dividends  declared on the Series E
Preferred Stock for any dividend period and on any Parity Stock will be declared
ratably  in  proportion  to  accumulated  and unpaid  dividends  on the Series E
Preferred Stock and such Parity Stock.

           (c) So long as the shares of the Series E  Preferred  Stock  shall be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series E
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series E  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series E Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

      (3)  Optional Redemption.
           -------------------

           (a) The shares of Series E Preferred  Stock will be redeemable at the
option of the Company in whole or in part, for cash or for such number of shares
of Common Stock as equals the  Liquidation  Preference  (defined  hereinafter in
paragraph (4)) of the Series E Preferred Stock to be redeemed (without regard to
accumulated and unpaid  dividends) as of the opening of business on the date set
for such  redemption.  In order to exercise its redemption  option,  the Company
must  notify the  holders of record of its Series E  Preferred  Stock in writing
(the "Conditions  Satisfaction  Notice") prior to the opening of business on the
second trading day after the conditions of redemption  have,  from time to time,
been satisfied.

           (b) Notice of redemption (the  "Redemption  Notice") will be given by
mail to the  holders of the Series E  Preferred  Stock not less than 30 nor more
than 60 days prior to the date  selected  by the  Company to redeem the Series E
Preferred Stock.  The Redemption  Notice shall be deemed to have been given when
deposited in the United States mail, first-class mail, postage prepaid,  whether
or not such notice is actually received. Any failure to mail the notice provided
or any defect in notice or in the mailing of notice will not affect the validity
of the  proceedings  for the  redemption  of any shares to be so  redeemed.  The
Company's  right to  exercise  its  redemption  option  will not be  affected by
changes in the closing price of the Common Stock  following  such 30-day period.
If fewer than all of the shares of Series E Preferred  Stock are to be redeemed,
the shares to be redeemed  shall be selected by lot or pro rata or in some other
equitable manner determined by the Board of Directors of the Company;  provided,
however,  that the Company shall not be required to effect the redemption in any
manner that results in additional fractional shares being outstanding.


           (c) On the  redemption  date,  the Company must pay, in cash, on each
share of Series E Preferred  Stock to be  redeemed  any  accumulated  and unpaid
dividends  through the redemption date. In the case of a redemption date falling
after a dividend  payment record date and prior to the related payment date, the
holders of the Series E Preferred  Stock at the close of business on such record
date will be  entitled  to receive  the  dividend  payable on such shares on the
corresponding  dividend  payment date,  notwithstanding  the  redemption of such
shares  following such dividend  payment record date.  Except as provided for in
the preceding sentence, no payment or allowance will be made for accumulated and
unpaid dividends on any shares of Series E Preferred Stock called for redemption
or on the shares of Common Stock issuable upon such redemption.

           (d) On and after the date  fixed for  redemption,  provided  that the
Company has made  available at the office of its registrar and transfer  agent a
sufficient  number of shares of Common Stock and an amount of cash to effect the
redemption,  dividends  will  cease to accrue on the  Series E  Preferred  Stock
called for  redemption  (except that,  in the case of a redemption  date after a
dividend  payment  record date and prior to the related  dividend  payment date,
holders of Series E Preferred Stock on the dividend  payment record date will be
entitled on such dividend  payment date to receive the dividend  payable on such
shares),  such  shares  shall be  cancelled  and shall no longer be deemed to be
outstanding  and all rights of the  holders of such shares of Series E Preferred
Stock  shall cease  except the right to receive the shares of Common  Stock upon
such redemption and any cash payable upon such redemption, without interest from
the date of such  redemption.  Such  cancelled  shares  shall be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to  series,  and may  thereafter  be  issued  but not as  shares  of Series E
Preferred  Stock. At the close of business on the redemption date upon surrender
in accordance with such notice of the certificates  representing any such shares
(properly  endorsed or assigned for  transfer,  if the Board of Directors of the
Company shall so require and the notice shall so state), each holder of Series E
Preferred  Stock  (unless the Company  defaults in the delivery of the shares of
Common Stock or cash) will be,  without any further  action,  deemed a holder of
the number of shares of Common Stock for which such Series E Preferred  Stock is
redeemable.

           (e)  Fractional  shares  of Common  Stock  are not to be issued  upon
redemption of the Series E Preferred  Stock,  but, in lieu thereof,  the Company
will pay a cash adjustment based on the current market price of the Common Stock
on the  day  prior  to the  redemption  date.  If  fewer  than  all  the  shares
represented by any such  certificate are redeemed,  a new  certificate  shall be
issued  representing  the unredeemed  shares of Series E Preferred Stock without
cost to the holder thereof.

           (f)  Any  shares  or  cash  set  aside  by the  Company  pursuant  to
subparagraph (e) and unclaimed at the end of three years from the date fixed for
redemption shall revert to the Company.

           (g) Subject to applicable  law and the  limitation on purchases  when
dividends  on the Series E Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series E  Preferred
Stock by tender or by private agreement.

           (3A.)Mandatory Redemption

           (a) The Company  will,  at the  redemption  price equal to the sum of
$5.00 per share,  redeem from any source of funds  legally  available  therefor,
twenty percent (20%) of all shares of Series E Preferred Stock and Parity Stock,
on an annual basis commencing October 1, 2001, and continuing on an annual basis
until such time that all shares have been redeemed  pursuant to the  Certificate
of Designation or by agreement of the Holders of such shares.

           (b) In the  event  of a  redemption  on only a  portion  of the  then
outstanding  shares of Series E Preferred  Stock,  the  Company  will effect the
redemption  pro rata  according  to the number of shares  held by each holder of
Parity Stock,

           (c ) At least ten (10) days and not more than  thirty (30) days prior
to the date  fixed for any  redemption  under  this  subsection  of the Series E
Preferred Stock or Parity Stock,  written notice (the "Redemption  Notice") will
be mailed,  postage prepaid,  to each holder of record of the Series E Preferred
Stock and  Parity  Stock at his or her post  office  address  last  shown on the
records of the Company. The Redemption Notice will state:

      (1)  whether  all or less  than all the  outstanding  shares  of  Series E
           Preferred  Stock and Parity  Stock are to be  redeemed  and the total
           number of shares of Series E Preferred  Stock and Parity  Stock being
           redeemed;

      (2)  the number of shares of Series E  Preferred  Stock and  Parity  Stock
           held by the holder that the Company intends to redeem;

      (3)  the Redemption Date and the Redemption Price; and

      (4)  that the holder is to surrender to the Company,  in the manner and at
           the  place  designated,   his  or  her  certificate  or  certificates
           representing  the shares of Series E Preferred Stock and Parity Stock
           to be redeemed.

The  Redemption  Notice shall be deemed to have been given when deposited in the
United  States mail,  first-class  mail,  postage  prepaid,  whether or not such
notice is  actually  received.  Any  failure to mail the notice  provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings for the redemption of any shares to be so redeemed.

           (d) On or before the date fixed for redemption, each holder of Series
E  Preferred   Stock  and  Parity  Stock  will  surrender  the   certificate  or
certificates  representing  the  shares of Series E  Preferred  Stock and Parity
Stock  to  the  Company,  in the  manner  and at  the  place  designated  in the
Redemption  Notice,  and the Redemption  Price for the shares will be payable in
cash on the Redemption  Date to the person whose name appears on the certificate
or certificates as the owner, and each surrendered certificate will be cancelled
and retired.  In the event that less than all of the shares  represented  by any
certificate are redeemed,  a new  certificate  will be issued  representing  the
unredeemed shares.

(e) Unless the Company fails to pay in full the Redemption  Price,  dividends on
the Series E Preferred  Stock called for redemption  will cease to accumulate on
the Redemption  Date, and all rights of the holders of the shares  redeemed will
cease to have any further  rights with  respect to the shares on the  Redemption
Date,  other than to receive the Redemption  Price.  Upon the failure to pay, as
described in the  immediately  preceding  sentence,  the dividend  rate for such
portion of  unredeemed  Series E Preferred  Stock shall  increase by two percent
(2%) on an  annual  basis  until  such  time that the  portion  of the  Series E
Preferred  Stock and  Parity  Stock for which a failure to pay has  occurred  is
redeemed.  In no event  shall the  applicable  dividend  rate  pursuant  to this
provision  increase  the rate of dividend  payable on the  outstanding  Series E
Preferred Stock and Parity Stock above sixteen percent (16%) per annum.

           (f) Subject to applicable  law and the  limitation on purchases  when
dividends  on the Series E Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series E  Preferred
Stock by tender or by private agreement.

      (4)  Liquidation Preference.
           ----------------------

           (a) The  holders  of  shares  of  Series E  Preferred  Stock  will be
entitled to receive in the event of any  liquidation,  dissolution or winding up
of the Company,  whether  voluntary or involuntary,  $5.00 per share of Series E
Preferred  Stock  (the  "Liquidation  Preference"),  plus an amount per share of
Series E  Preferred  Stock  equal to all  dividends  (whether  or not  earned or
declared)  accumulated  and unpaid thereon to the date of final  distribution to
such holders,  and no more. If, upon any liquidation,  dissolution or winding up
of the Company,  the assets of the Company,  or proceeds thereof,  distributable
among the holders of the Series E  Preferred  Stock are  insufficient  to pay in
full the liquidation preference with respect to the Series E Preferred Stock and
any other Parity  Stock,  then such assets,  or the  proceeds  thereof,  will be
distributed  among the holders of Series E  Preferred  Stock and any such Parity
Stock ratably in accordance  with the respective  amounts which would be payable
on such  Series E  Preferred  Stock  and any such  Parity  Stock if all  amounts
payable thereon were paid in full.

           (b) Neither a  consolidation  or merger of the  Company  with or into
another  corporation,  nor a sale, lease or transfer of all or substantially all
of the Company's assets will be considered a liquidation, dissolution or winding
up, voluntary or involuntary, of the Company.

      (5)  Voting Rights.  Except as may be required by applicable
           -------------
law from time to time, the holders of shares of Series E
Preferred Stock will have no voting rights.

      (6)  Sinking Fund.  The Series E Preferred Stock shall not
           ------------
be entitled to any sinking fund.

      WITNESS THE  SIGNATURE of the  undersigned  who is the President and Chief
Operating  Officer  of  ThermoView  Industries,  Inc.  as of  this  ___  day  of
September, 2000.



                               ------------------------------
                               Charles L. Smith

<PAGE>

                                        4.4

                          THERMOVIEW INDUSTRIES, INC.

                             2000 STOCK OPTION PLAN


<PAGE>










                                TABLE OF CONENTS



ss.1.  BACKGROUND AND PURPOSE.....................................1

ss.2.  DEFINITIONS................................................1

      2.1. Board..................................................1

      2.2. Change in Control......................................1

      2.3. Code...................................................2

      2.4. Committee..............................................2

      2.5. Director...............................................2

      2.6. Exchange Act...........................................2

      2.7. Fair Market Value......................................2

      2.8. Insider................................................3

      2.9. ISO....................................................3

      2.10.Key Employee...........................................3

      2.11.NQO....................................................3

      2.12.Option.................................................3

      2.13.Option Certificate.....................................3

      2.14.Option Price...........................................3

      2.15.Parent Corporation.....................................3

      2.16.Plan...................................................4

      2.17.Rule 16b-3.............................................4

      2.18.Stock..................................................4

      2.19.Subsidiary.............................................4

      2.20.Surrendered Shares.....................................4

      2.21.Ten Percent Shareholder................................4

      2.22.ThermoView.............................................4

ss.3.  SHARES RESERVED UNDER PLAN.................................5

ss.4.  EFFECTIVE DATE.............................................5

ss.5.  COMMITTEE..................................................6

ss.6.  ELIGIBILITY................................................6

ss.7.  OPTIONS....................................................6

      7.1. Committee Action.......................................6

      7.2. $100,000 Limit.........................................7

ss.8.  OPTION PRICE...............................................7

ss.9.  EXERCISE PERIOD............................................8

ss.10. NONTRANSFERABILITY.........................................9

ss.11. SURRENDER OF OPTIONS.......................................9

      11.1.General Rule...........................................9

      11.2.Procedure.............................................10

      11.3.Payment...............................................10

      11.4.Restrictions..........................................10

ss.12. SECURITIES REGISTRATION...................................11

ss.13. LIFE OF PLAN..............................................12

ss.14. ADJUSTMENT................................................12

ss.15. SALE OR MERGER OF THERMOVIEW; CHANGE IN CONTROL...........13

      15.1.Sale or Merger........................................13

      15.2.Change in Control.....................................14

ss.16. AMENDMENT OR TERMINATION..................................15

ss.17. MISCELLANEOUS.............................................15

      17.1.Shareholder Rights....................................15

      17.2.No Contract of Employment or Right to Service.........15

      17.3.Withholding...........................................16

      17.4.Construction..........................................16

      17.5.Other Conditions......................................16



<PAGE>







                           THERMOVIEW INDUSTRIES, INC.
                             2000 STOCK OPTION PLAN
ss. 1.

                             BACKGROUND AND PURPOSE

           The  purpose of this Plan is to promote the  interest  of  ThermoView
through  grants to Key Employees  and Directors of Options to purchase  Stock in
order (1) to attract Key Employees and  Directors,  (2) to provide an additional
incentive  to each Key  Employee  and  Director to work to increase the value of
Stock,  and (3) to provide each Key  Employee  and Director  with a stake in the
future of  ThermoView  which  corresponds  to the stake of each of  ThermoView's
stockholders.
ss. 2.

                                   DEFINITIONS

      Each term set forth in this ss.2 shall have the meaning set forth opposite
such term for purposes of this Plan and, for purposes of such  definitions,  the
singular  shall  include the plural and the plural shall  include the  singular.
2.1. Board -- means the board of directors of ThermoView. 2.2. Change in Control
-- means  (1) the  individuals  who,  as of the  date  this  Plan is  effective,
constitute  the Board cease for any reason to  constitute at least a majority of
the Board; provided, however, that any individual becoming a director subsequent
to the date this Plan is effective  whose election or nomination for election by
ThermoView's shareholders,  was approved by a vote of at least a majority of the
directors  then  comprising  the  Board  shall  be  considered  as  though  such
individual were a member of the Board as of the date this Plan is effective,  or
(2) the acquisition, directly or indirectly, of legal or beneficial ownership of
or the power to vote more than 25% of the outstanding  Stock by any person or by
two or more persons acting together, except an acquisition from ThermoView or by
ThermoView,  ThermoView's management or an ThermoView sponsored employee benefit
plan,  where  (3)  the  term  "person"  means  a  natural  person,  corporation,
partnership,   joint  venture,   trust,   government  or  instrumentality  of  a
government,  and (4)  customary  agreements  with or  between  underwriters  and
selling group members with respect to a bona fide public offering of Stock shall
be disregarded for purposes of this definition.
2.3. Code -- means the Internal Revenue Code of 1986, as amended. 2.4. Committee
-- means the committee  appointed by the Board to administer  this Plan which at
all times  shall  consist of two or more  members of the Board.  At such time as
ThermoView becomes subject to the reporting  requirements under Section 16(b) of
the  Exchange  Act,  each  member  of the  Committee  shall  be a  "Non-employee
Director," as defined under Rule 16b-3. 2.5. Director -- means any member of the
Board who is not an employee of  ThermoView  or a Subsidiary or any affiliate of
ThermoView  and who is designated in writing by the Board as eligible to receive
an Option under this Plan.
2.6. Exchange Act -- means the Securities Exchange Act of 1934, as amended. 2.7.
Fair  Market  Value -- means  (1) the  closing  price on any date for a share of
Stock as reported by The Wall Street  Journal under the New York Stock  Exchange
Composite  Transactions  quotation  system  (or  under any  successor  quotation
system)  or, if Stock is not  traded on the New York Stock  Exchange,  under the
quotation  system  under which such  closing  price is reported  or, if The Wall
Street  Journal no longer  reports such  closing  price,  such closing  price as
reported by a newspaper or trade  journal  selected by the  Committee  or, if no
such  closing  price is available  on such date,  (2) such  closing  price as so
reported or so quoted in accordance with ss.2.5(l) for the immediately preceding
business day, or, if no newspaper or trade journal reports such closing price or
if no such price  quotation  is  available,  (3) the price which the  Committee,
acting in good faith determines  through any reasonable  valuation method that a
share of Stock might change hands between a willing buyer and a willing  seller,
neither being under any compulsion to buy or to sell and both having  reasonable
knowledge of the relevant facts.
2.8.  Insider -- means any individual who is subject to Section
      -------
16(a) of the Exchange Act.
2.9.  ISO -- means an option granted under this Plan to purchase
      ---
Stock which is intended to satisfy the requirements ofss.422 of
the Code.
2.10. Key Employee -- means a full time employee of ThermoView or any Subsidiary
or any affiliate of ThermoView  designated by the Committee who, in the judgment
of the  Committee,  acting  in its  absolute  discretion,  is key,  directly  or
indirectly, to the success of ThermoView.
2.11.  NQO-- means an option  granted under this Plan to purchase Stock which is
intended to fail to satisfy the requirements of ss.422 of the Code.
2.12. Option -- means an ISO or a NQO.
      ------
2.13. Option  Certificate -- means the written  certificate which sets forth the
terms of an Option  granted to a Key  Employee or  Director  under ss. 7 of this
Plan.
2.14.  Option Price -- means the price which shall be paid to purchase one share
of Stock upon the exercise of an option granted under this Plan.
2.15. Parent Corporation -- means any corporation which is a
      ------------------
parent of ThermoView within the meaning ofss.424(e) of the Code.
2.16. Plan -- means this ThermoView Industries, Inc. 2000 Stock
      ----
Option Plan, as amended from time to time.
2.17. Rule 16b-3 -- means Rule 16b-3 as promulgated pursuant to
      ----------
Section 16(b) of the Exchange Act or any successor to such rule.
2.18. Stock -- means $.001 par value common stock of ThermoView.
      -----
2.19. Subsidiary -- means a corporation which is a subsidiary
      ----------
corporation (within the meaning ofss.424(f) of the Code) of
ThermoView.
2.20.  Surrendered  Shares -- means the shares of Stock described in ss.11 which
(in  lieu of being  purchased)  are  surrendered  for  cash or  Stock,  or for a
combination of cash and Stock, in accordance with ss.11.
2.21.  Ten Percent  Shareholder  -- means a person who owns  (after  taking into
account the attribution rules of ss.424(d) of the Code) more than ten percent of
the total combined voting power of all classes of stock of either ThermoView,  a
Subsidiary or a Parent Corporation.
2.22. ThermoView -- means ThermoView Industries, Inc., a Delaware
      ----------
corporation, and any successor to such corporation.
ss.3.

                           SHARES RESERVED UNDER PLAN

      There shall be 1,400,000 shares of Stock reserved for use under this Plan;
provided,  however,  that any  shares of Stock  reserved  for  issuance  but not
granted under the ThermoView Industries, Inc. 1999 Employee Stock Option Plan as
of the close of business on September  30, 2000 shall be available for use under
this Plan and  shall be  counted  toward  the  total  1,400,000  shares of Stock
reserved for use under this Plan.  All such shares of Stock shall be reserved to
the extent that ThermoView deems appropriate from authorized but unissued shares
of Stock and from  shares of Stock  which have been  reacquired  by  ThermoView.
Furthermore,  any shares of Stock  subject to an Option  which  remain  unissued
after the  cancellation,  expiration or exchange of such Option thereafter shall
again become available for use under this Plan, but any Surrendered Shares which
remain  unissued  after the surrender of an Option under ss.11 and any shares of
Stock used to satisfy the Option Price or a withholding obligation under ss.17.3
shall not again become available for use under this Plan.
ss. 4.

                                 EFFECTIVE DATE

      The  effective  date of this Plan shall be October 1, 2000,  provided  the
Board has  adopted the Plan as of such date and  provided  the  shareholders  of
ThermoView (acting at a duly called meeting of such  shareholders)  approve such
adoption  within  twelve (12) months of such  effective  date and such  approval
satisfies the  requirements  for  shareholder  approval under Rule 16b-3. If any
Options  are  granted  under  this  Plan  before  the  date of such  shareholder
approval, such Options automatically shall be granted subject to such approval.
ss. 5.

                                    COMMITTEE

      This Plan shall be administered by the Committee.  The Board may from time
to time remove members from, or add members to, the Committee.  Vacancies on the
Committee  shall be filled by the Board.  The Committee  shall select one of its
members as Chairman and shall hold meetings at such times and places as it shall
determine.  The Committee acting in its absolute  discretion shall exercise such
powers  and take  such  action as  expressly  called  for  under  this Plan and,
further,  the Committee shall have the power to interpret this Plan and (subject
to ss.14,  ss.15 and ss.16 of this Plan and, if applicable,  Rule 16b-3) to take
such  other  action  in the  administration  and  operation  of this Plan as the
Committee deems equitable under the circumstances, which action shall be binding
on ThermoView,  on each affected Key Employee,  on each affected Director and on
each other person directly or indirectly affected by such action.
ss. 6.

                                   ELIGIBILITY

      Eligibility  for the grant of NQOs shall be limited to Key  Employees  and
Directors.  Eligibility  for the grant of ISOs shall be limited to Key Employees
who are employed by ThermoView or a Parent Corporation or a Subsidiary.
ss. 7.

                                     OPTIONS

7.1.  Committee  Action.  The Committee acting in its absolute  discretion shall
have the right to grant Options to Key  Employees and Directors  under this Plan
from time to time to purchase shares of Stock and, further, shall have the right
to grant new Options in exchange for outstanding  Options which have a higher or
lower Option Price;  provided,  however, that no grants of ISOs shall be made to
Key Employees who are not employed by  ThermoView or a Parent  Corporation  or a
Subsidiary.  Each  grant of an Option to a Key  Employee  or  Director  shall be
evidenced by an Option Certificate,  and each Option Certificate shall set forth
whether  the Option is an ISO or a NQO and shall set forth such other  terms and
conditions  of such grant as the  Committee  acting in its  absolute  discretion
deems consistent with the terms of this Plan;  however,  if the Committee grants
an ISO and a NQO to a Key  Employee  on the  same  date,  the  right  of the Key
Employee to exercise or surrender  one such Option shall not be  conditioned  on
his or her failure to exercise or surrender the other such Option.
7.2. $100,000 Limit. To the extent that the aggregate Fair Market Value of Stock
(determined  as of the date the ISO is granted) with respect to which ISOs first
become exercisable in any calendar year exceeds $100,000,  such Options shall be
treated as NQOs.  The Fair  Market  Value of Stock  subject to any other  option
(determined  as the date  such  option  was  granted)  which (1)  satisfies  the
requirements  of ss.422 of the Code and (2) is granted to a Key Employee under a
plan  maintained by ThermoView,  a Subsidiary or a Parent  Corporation  shall be
treated (for  purposes of this  $100,000  limitation)  as if granted  under this
Plan. The Committee  shall  interpret and administer the limitation set forth in
this ss.7.2 in accordance with ss.422(d) of the Code. ss. 8.

                                  OPTION PRICE

      The  Option  Price  for each  share of Stock  subject  to an ISO  which is
granted to a Key Employee shall be no less than the Fair Market Value of a share
of Stock on the date the ISO is granted; provided,  however, if the Option is an
ISO granted to a Key Employee who is a Ten Percent Shareholder, the Option Price
for each  share of Stock  subject  to such ISO shall be no less than 110% of the
Fair  Market  Value of a share of Stock  on the date  such ISO is  granted.  The
Option Price for each share of Stock subject to an NQO which is granted to a Key
Employee or Director may (in the absolute  discretion of the  Committee) be more
or less than or equal to the Fair  Market  Value of a share of Stock on the date
the NQO is granted;  however,  that in no event  shall the Option  Price be less
than adequate  consideration  as determined by the  Committee.  The Option Price
shall be payable in full upon the exercise of any Option,  and at the discretion
of the  Committee,  an Option  Certificate  can  provide  for the payment of the
Option Price either in cash, by check or in Stock  acceptable to the  Committee,
or in any combination of cash, check and Stock acceptable to the Committee.  Any
payment made in Stock shall be treated as equal to the Fair Market Value of such
Stock on the date the properly endorsed  certificate for such Stock is delivered
to the Committee or its delegate. Any payment made in Stock shall be made either
by  tendering  shares of Stock held by the Key  Employee or Director  or, to the
extent allowed by the Committee,  in its sole discretion,  by having  ThermoView
withhold  Stock (that  otherwise  would be  transferred  to the Key  Employee or
Director upon the exercise of such Option).
ss. 9.

                                 EXERCISE PERIOD

      Each Option granted under this Plan to a Key Employee or Director shall be
exercisable  in  whole  or in part at such  time or  times  as set  forth in the
related  Option  Certificate,  but no Option  Certificate  shall  make an Option
granted to a Key Employee or Director  exercisable  after the earlier of (1) the
date  such  Option  is  exercised  in  full;  (2) the date  which  is the  fifth
anniversary  of the date the Option is granted,  if the Option is an ISO and the
Key Employee is a Ten Percent  Shareholder on the date the Option is granted, or
(3) the date which is the tenth  anniversary  of the date the Option is granted,
if the Option is (a) an NQO or (b) an ISO which is granted to a Key Employee who
is not a Ten Percent  Shareholder  on the date the Option is granted.  An Option
Certificate  may provide for the exercise of an Option after the employment of a
Key  Employee  has  terminated  for any reason  whatsoever,  including  death or
disability.  Also,  an Option  Certificate  may provide  for the  exercise of an
Option  after a Director  has ceased to serve as such (or has ceased to serve in
the same  capacity on the Board as when the Option was  granted)  for any reason
whatsoever, including death or disability. ss. 10.

                               NONTRANSFERABILITY

      Neither an Option granted under this Plan nor any related surrender rights
under ss.11 shall be  transferable  by a Key Employee or Director  other than by
will or by the laws of descent  and  distribution,  and any such  Option and any
such surrender rights shall be exercisable during the lifetime of a Key Employee
or Director only by such Key Employee or Director. The person or persons to whom
an Option or any related  surrender rights is transferred by will or by the laws
of descent and  distribution  thereafter shall be treated as the Key Employee or
Director under this Plan.
ss. 11.

                              SURRENDER OF OPTIONS

11.1.  General  Rule.  The  Committee  acting  in its  absolute  discretion  may
incorporate  a provision  in an Option  Certificate  to allow a Key  Employee or
Director  to  surrender  his or her  Option  in  whole or in part in lieu of the
exercise in whole or in part of that Option on any date that (1) the Fair Market
Value of the Stock  subject to such  Option  exceeds  the Option  Price for such
Stock, and (2) the Option to purchase such Stock is otherwise exercisable. 11.2.
Procedure.  The  surrender of an Option in whole or in part shall be effected by
the delivery of the Option  Certificate  to the  Committee  (or to its delegate)
together with a statement signed by the Key Employee or Director which specifies
the  number  of  shares  of Stock  as to  which  the Key  Employee  or  Director
surrenders  his or her Option and (at the Key  Employee's or Director's  option)
how he or she desires payment be made for such Surrendered Shares.
11.3. Payment. A Key Employee or Director in exchange for his or her Surrendered
Shares shall (to the extent  consistent  with the exemption under Rule 16b-3, if
applicable)  receive a payment in cash or in Stock,  or in a combination of cash
and Stock,  equal in amount on the date such surrender is effected to the excess
of the Fair Market Value of the Surrendered  Shares on such date over the Option
Price  for  the  Surrendered  Shares.  The  Committee  acting  in  its  absolute
discretion  shall  determine  the  form  and  timing  of such  payment,  and the
Committee  shall have the right (1) to take into  account  whatever  factors the
Committee  deems  appropriate  under the  circumstances,  including  any written
request made by the Key Employee or Director and  delivered to the Committee (or
to its  delegate) and (2) to forfeit a Key  Employee's  or  Director's  right to
payment of cash in lieu of a fractional  share of stock if the  Committee  deems
such forfeiture  necessary in order for the surrender of his or her Option under
this ss.11 to come within the exemption under Rule 16b-3. 11.4. Restrictions. At
such time as  ThermoView  becomes  subject to the reporting  requirements  under
Section 16(b) of the Exchange Act, any Option  Certificate which  incorporates a
provision to allow a Key Employee or Director to surrender  his or her Option in
whole or in part also shall incorporate such additional restrictions, if any, as
the Committee  deems  necessary to satisfy the conditions to the exemption under
Rule 16b-3. ss. 12.

                             SECURITIES REGISTRATION

      Each Option  Certificate shall provide that, upon the receipt of shares of
Stock as a result of the surrender or exercise of an Option, the Key Employee or
Director  shall,  if so requested by  ThermoView,  hold such shares of Stock for
investment and not with a view of resale or  distribution  to the public and, if
so requested by  ThermoView,  shall  deliver to  ThermoView a written  statement
satisfactory  to  ThermoView  to that  effect.  ThermoView  shall  not  have any
obligation  to take any action to  register  the Plan or the  issuance  of Stock
pursuant to this Plan under the Securities Act of 1933, as amended, or under any
other applicable securities laws or to qualify such Stock for an exemption under
any such laws. Each Option  Certificate also shall provide that, if so requested
by ThermoView,  the Key Employee or Director shall make a written representation
to  ThermoView  that he or she will not sell or offer to sell any of such  Stock
unless a  registration  statement  shall be in effect with respect to such Stock
under  the  Securities  Act of  1933,  as  amended,  and  the  applicable  state
securities laws, or unless he or she shall furnish to ThermoView an opinion,  in
form and substance  satisfactory to ThermoView,  of legal counsel  acceptable to
ThermoView,  that such registration is not required.  Certificates  representing
the Stock  transferred upon the exercise of an Option under this Plan may at the
discretion  of  ThermoView  bear a legend to the effect  that such Stock has not
been registered under the Securities Act of 1933, as amended,  or any applicable
state securities law, and that such Stock may not be sold or offered for sale in
the absence of an effective  registration  statement as to such Stock under such
act and any applicable state securities law or an opinion, in form and substance
satisfactory to ThermoView, of legal counsel acceptable to ThermoView, that such
registration is not required. ss. 13.

                                  LIFE OF PLAN

      No Option shall be granted  under this Plan on or after the earlier of (1)
the tenth  anniversary of the effective  date of this Plan (as determined  under
ss.4 of this Plan),  in which event this Plan shall continue in effect until all
outstanding  Options have been surrendered or exercised in full or no longer are
exercisable,  or (2) the date on which all of the Stock  reserved  under ss.3 of
this Plan has (as a result of the surrender or exercise of Options granted under
this Plan) been  issued or no longer is  available  for use under this Plan,  in
which event this Plan also shall terminate on such date.
ss. 14.

                                   ADJUSTMENT

      The number, kind or class (or any combination  thereof) of shares of Stock
reserved  under  ss.3 of  this  Plan,  and the  number,  kind or  class  (or any
combination  thereof) of shares of Stock  subject to Options  granted under this
Plan and the Option Price of such  options  shall be adjusted by the Board in an
equitable  manner to reflect  any change in the  capitalization  of  ThermoView,
including,  but not limited to, such changes as stock dividends or stock splits.
Furthermore,  the  Board  shall  have the  right to  adjust  (in a manner  which
satisfies the  requirements of ss.424(a) of the Code) the number,  kind or class
(or any  combination  thereof)  of shares of Stock  reserved  under ss.3 of this
Plan,  and the  number,  kind or class (or any  combination  thereof)  of shares
subject to Options  granted under this Plan and the Option Price of such Options
in the event of any  corporate  transaction  described  in ss.424(a) of the Code
which provides for the substitution or assumption of such Option grants in order
to take into account on an equitable  basis the effect of such  transaction.  If
any  adjustment  under this ss.14 would create a fractional  share of Stock or a
right to acquire a fractional  share of Stock,  such  fractional  share shall be
disregarded  and the number of shares of Stock  reserved under this Plan and the
number  subject to any Options  granted  under this Plan shall be the next lower
number of shares of Stock,  rounding all fractions downward.  An adjustment made
under this ss.14 by the Board shall be  conclusive  and binding on all  affected
persons and, further,  shall not constitute an increase in "the number of shares
reserved under ss.3" within the meaning of ss.16(1)(a) of this Plan. ss. 15.

          SALE OR MERGER OF THERMOVIEW; CHANGE IN CONTROL

15.1. Sale or Merger.  If ThermoView  agrees to sell all or substantially all of
its assets for cash or property  or for a  combination  of cash and  property or
agrees to any merger, consolidation, reorganization, division or other corporate
transaction in which Stock is converted into another  security or into the right
to receive  securities or property and such  agreement  does not provide for the
assumption or  substitution of the Options granted under this Plan in accordance
with ss.14 on a basis that is fair and  equitable  to holders of such Options as
determined  by the Board,  each Option  granted to a Key Employee or Director at
the direction and  discretion of the Board (a) may (subject to such  conditions,
if any, as the Board deems  appropriate  under the  circumstances)  be cancelled
unilaterally  by  ThermoView  (i) in  exchange  for (A) a  transfer  to such Key
Employee or Director of the number of whole shares of Stock, if any, which he or
she  would  have  received  if he or she had the right to  surrender  his or her
outstanding Option in full under ss.11 of this Plan and he or she exercised that
right on the date set by the  Board  exclusively  for  Stock or (B) the right to
exercise his or her outstanding Option in full on any date before the date as of
which the Board  unilaterally  cancels  such Option in full or, if the  exchange
described  in this  ss.15.1(i)  would result in a violation of Section 16 of the
Exchange Act for a Key Employee or Director,  (ii) may be cancelled unilaterally
by ThermoView  after advance  written notice to such Key Employee or Director or
(b) may be cancelled  unilaterally  by  ThermoView if the Option Price equals or
exceeds  the Fair  Market  Value of a share of Stock on a date set by the Board.
The  Board  may  exercise  its  discretion  to vest  an  Option  in full  upon a
transaction  described in this ss.15.1  either at the time the Option is granted
(by  including  such vesting  provision in the Option  Certificate  given to the
affected Key Employee or Director) or at the time such transaction occurs.
15.2.  Change in  Control.  If there is a Change in Control of  ThermoView  or a
tender or exchange offer is made for Stock other than by  ThermoView,  the Board
thereafter  shall  have the  right  to take  such  action  with  respect  to any
unexercised Options granted to Key Employees or Directors,  or all such Options,
as the Board deems  appropriate  under the circumstances to protect the interest
of  ThermoView  in  maintaining  the  integrity  of such grants under this Plan,
including  following  the procedure set forth in ss.15.1 for a sale or merger of
ThermoView with respect to such Options.  At the time an Option is granted,  the
Board may, in its  discretion,  provide  for full  vesting of such Option upon a
transaction  described  in this  ss.15.2 by  including  such a provision  in the
Option  Certificate  given to the affected  Key Employee or Director.  The Board
shall have the right to take different action under this ss.15.2 with respect to
different  Key  Employees,  different  Directors  or  different  groups  of  Key
Employees,  as the Board deems  appropriate under the  circumstances.  The Board
shall have the right to take  different  action under this ss. 15.2 with respect
to Key  Employees  on the one hand and  Directors  on the other hand and/or with
respect to different  Directors or different  groups of Directors,  as the Board
deems appropriate under the circumstances.
ss. 16.

                            AMENDMENT OR TERMINATION

      This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate;  provided,  however, no such amendment
shall be made absent the approval of the  shareholders  of  ThermoView  required
under ss.422 of the Code (a) to increase the number of shares of stock  reserved
under ss.3, or (b) to change the class of employees  eligible for Options grants
under ss.6. Any amendment which  specifically  applies to NQOs shall not require
shareholder approval unless such approval is necessary to comply with Section 16
of the Exchange  Act.  The Board also may suspend the granting of Options  under
this  Plan at any  time  and may  terminate  this  Plan at any  time;  provided,
however,  the Board shall not have the right  unilaterally  to modify,  amend or
cancel any Option granted before such  suspension or termination  unless (1) the
Key Employee or Director consents in writing to such modification,  amendment or
cancellation  or (2) there is a dissolution  or  liquidation  of ThermoView or a
transaction described in ss.14 or ss.15 of this Plan. ss. 17.

                                  MISCELLANEOUS

17.1. Shareholder Rights. No Key Employee or Director shall have any rights as a
shareholder  of ThermoView as a result of the grant of an Option under this Plan
or his or her exercise or surrender of such Option  pending the actual  delivery
of the Stock  subject to such Option to such Key Employee or Director.  17.2. No
Contract  of  Employment  or Right to  Service.  The grant of an Option to a Key
Employee  or  Director  under  this Plan  shall not  constitute  a  contract  of
employment  or a right to continue to serve on the Board and shall not confer on
a Key Employee or Director any rights upon his or her  termination of employment
or service in  addition  to those  rights,  if any,  expressly  set forth in the
Option Certificate,  which evidences his or her Option. 17.3.  Withholding.  The
exercise or surrender of any Option  granted under this Plan shall  constitute a
Key Employee's or Director's  full and complete  consent to whatever  action the
Board or the Committee,  as applicable,  deems  necessary to satisfy the federal
and  state  tax  withholding  requirements,  if  any,  which  the  Board  or the
Committee, as applicable, in its discretion deems applicable to such exercise or
surrender. The Board or the Committee, as applicable,  also shall have the right
to provide in an Option Certificate that a Key Employee or Director may elect to
satisfy  federal and state tax withholding  requirements  through a reduction in
the number of shares of Stock  actually  transferred to him or to her under this
Plan,  and  if the  Key  Employee  or  Director  is  subject  to  the  reporting
requirements  under Section 16 of the Exchange  Act, any such election  shall be
effected  so as to satisfy the  conditions  to the  exemption  under Rule 16b-3.
17.4. Construction.  This Plan shall be construed under the laws of the State of
Delaware.
17.5. Other Conditions.  Each Option Certificate may require that a Key Employee
or  Director  (as a  condition  to the  exercise  of an  Option)  enter into any
agreement or make such  representations  prepared by  ThermoView,  including any
agreement  which  restricts  the  transfer  of Stock  acquired  pursuant  to the
exercise of an Option or provides for the repurchase of such Stock by ThermoView
under certain circumstances.


<PAGE>


      IN WITNESS WHEREOF, ThermoView, Inc. has caused its duly
authorized officer to execute this Plan this ____ day of
________, 2000 to evidence its adoption of this Plan.

                               THERMOVIEW INDUSTRIES, INC.

                                       By:
                                        ----------------------------------
                                     Title:
                                        ----------------------------------

<PAGE>

                                        4.5

                            THERMOVIEW INDUSTRIES, INC.
                             2000 STOCK OPTION PLAN

                             INCENTIVE STOCK OPTION
                               (NON-TRANSFERABLE)

                               OPTION CERTIFICATE

ThermoView  Industries,  Inc., a Delaware corporation  ("Company"),  pursuant to
action of the Board and in accordance with the ThermoView Industries,  Inc. 2000
Stock Option Plan ("Plan"),  hereby grants an Incentive Stock Option  ("Option")
to  ________________("Employee")  to purchase from the Company  ______ shares of
Stock, at an Option Price of $____ per share,  which Option is subject to all of
the terms and conditions set forth in this Option  Certificate  and in the Plan.
This Option is granted effective as of_______, 2000 ("Option Grant Date").


                               THERMOVIEW INDUSTRIES, INC.



                                       By:

                                     Title:



                              TERMS AND CONDITIONS


      ss.1.  Plan.  This Option is subject to all the terms and  conditions  set
forth in the Plan and this Option  Certificate,  and all of the terms defined in
the Plan shall have the same meaning herein when such terms start with a capital
letter.  This Option is intended to satisfy the  requirements  of ss. 422 of the
Code.  However,  to the extent that this Option,  when aggregated with all other
"incentive stock options" (within the meaning of ss. 422 of the Code) granted to
Employee  under stock option plans  maintained  by  ThermoView,  a Subsidiary or
Parent  Corporation  exceeds  the  $100,000  limit in ss. 7.2 of the Plan,  this
Option  shall be treated as an NQO to the extent  required by law. A copy of the
Plan will be made  available  to  Employee  upon  written  request  to the Chief
Financial Officer of the Company.

      ss.  2.  Order of  Exercise.  The  exercise  of this  Option  shall not be
affected by the exercise or  non-exercise of any other option (without regard to
whether such option  constitutes an "incentive  stock option" within the meaning
of ss. 422 of the Code).

      ss.  3.  Date  Exercisable.   This  Option  shall  become  exercisable  in
accordance with the following schedule on any normal business day of the Company
occurring  on or after the first  date set forth  below and before the date this
Option expires under ss. 4.

                                    Number of Shares for which
           On or After                 Option First Becomes
                                            Exercisable

           ---------                           -----


      The maximum  number of shares of Stock which may be  purchased by exercise
of this Option on any such day shall equal the excess,  if any, of (a) the total
number of shares of Stock  subject to this Option on the Option  Grant Date,  as
adjusted in accordance  with ss. 14 of the Plan,  and with respect to which this
Option is vested,  over (b) the number of shares of Stock which have  previously
been  purchased by exercise of this Option,  as adjusted in a manner  consistent
with ss. 14 of the Plan.

      If at the time Employee  intends to exercise any rights under this Option,
Employee is an officer or is filing  ownership  reports with the  Securities and
Exchange Commission under Section 16(a) of the Exchange Act then Employee should
consult with the Company before Employee exercises such rights because there may
be additional restrictions upon the exercise of such rights.

      ss. 4. Life of Option.  The Option  shall  expire when  exercised in full;
provided,  however,  the Option (to the extent not exercised in full) also shall
expire immediately and automatically on the earlier of (a) the date which is the
tenth  anniversary  of the Option  Grant  Date,  (b) the date which is the fifth
anniversary  of the Option Grant Date, if Employee is a Ten Percent  Shareholder
on the Option Grant Date and the Option is an "incentive  stock option"  (within
the  meaning  of ss.  422 of the  Code),  (c)  except  in the  case of  death or
Disability  of  Employee,  the date (i) which is the  second  anniversary  after
Employee is  terminated  at the  initiative of the Company for any reason except
"good cause," as such term is defined in ss. 4.1 below or (ii) the date which is
the first  anniversary  after Employee  resigns at Employee's own initiative for
any reason or (iii) the date which is the 90th day after  Employee is terminated
at the  initiative of the Company for "good cause" (d) the one year  anniversary
of the  date  Employee's  employment  terminates  due to  death  or  Disability.
Employee  shall be  Disabled  for  purposes  of the Plan if  Employee  meets the
definition of  disability  set forth under the  Company's  long term  disability
plan,  as  amended  from  time to time.  The  Company  shall  determine  whether
Employee's employment terminates due to Disability.

           ss. 4.1For  purposes of this Option,  "good cause" for termination of
Employee's  employment  shall exist only if (a) Employee is convicted of, pleads
guilty to, or confesses to any act of fraud, misappropriation or embezzlement or
to any felony, (b) Employee has engaged in a dishonest or disloyal act resulting
in material  damage or  prejudice  to the Company or (c) Employee has engaged in
conduct or  activities  materially  damaging  or  prejudicial  to the  property,
business or reputation of the Company.

      ss. 5. Method of Exercise of Option.  Employee  may (subject to ss. 3, ss.
4, ss. 11, ss. 12, ss. 13 and ss. 16)  exercise  this Option in whole or in part
(before the date this Option  expires) on any normal business day of the Company
by (1) delivering the Option  Certificate to the Company at its principal  place
of business  together with written notice of the exercise of this Option and (2)
simultaneously  paying to the  Company  the Option  Price.  The  payment of such
Option Price shall be made either in cash,  by check  acceptable to the Company,
or by delivery to the Company of certificates  (properly endorsed) for shares of
Stock registered in Employee's name, or in any combination of such cash,  check,
and Stock which results in payment in full of the Option  Price.  Stock which is
so tendered as payment (in whole or in part) of the Option Price shall be valued
at its Fair Market Value on the date this Option is exercised.

    ss. 6. Delivery.  The Company's delivery of Stock pursuant to
           --------
the exercise of this Option (as described inss.5) shall discharge
the Company of all of its duties and responsibilities with
respect to this Option.

      ss. 7 Adjustment.  The Board shall have the right to make such adjustments
to this Option as described under ss. 14 of the Plan.

      ss. 8. Nontransferable.  This Option shall not be transferable by Employee
except  by his will or by the  laws of  descent  and  distribution,  and  rights
granted under this Option shall be exercisable  during Employee's  lifetime only
by Employee.  If this Option is  exercisable  after the death of  Employee,  the
person or persons to whom this Option is  transferred  by will or by the laws of
descent  and  distribution  shall be treated as the  Employee  under this Option
Certificate.

      ss. 9.  Termination of Employment.  Neither the Plan,  this Option nor any
related  material  shall give Employee the right to continue in employment  with
the Company or any affiliate of the Company or shall adversely  affect the right
of the Company or  affiliate  terminate  Employee's  employment  with or without
cause at any time.

      ss. 10. Shareholder Status. Employee shall have no rights as a shareholder
with  respect to any shares of Stock  under this  Option  until such shares have
been duly issued and delivered to Employee,  and no adjustment shall be made for
dividends of any kind or description  whatsoever or for  distributions  of other
rights of any kind or  description  whatsoever  respecting  such Stock except as
expressly set forth in the Plan.

      ss. 11. Other Laws. The Company shall have the right to refuse to issue or
transfer  any Stock  under this  Option if the  Company  acting in its  absolute
discretion  determines that the issuance or transfer of such Stock might violate
any  applicable  law or  regulation,  and any payment  tendered in such event to
exercise this Option shall be promptly refunded to Employee.

      ss. 12. Securities Registration.  Employee may be requested by the Company
to hold any  shares of Stock  received  upon the  exercise  of this  Option  for
personal investment and not for purposes of resale or distribution to the public
and  Employee  shall,  if so  requested  by the  Company,  deliver  a  certified
statement  to that effect to the Company as a condition  to the transfer of such
Stock to  Employee.  Employee  may be  requested  by the  Company  to  deliver a
certified statement to the Company that he or she will not sell or offer to sell
any  shares  of  Stock  received  upon  the  exercise  of this  Option  unless a
registration  statement  shall be in effect with respect to such Stock under the
Securities Act of 1933, as amended, and the applicable state securities laws, or
unless he or she shall furnish to the Company an opinion,  in form and substance
satisfactory to the Company,  of legal counsel  acceptable to the Company,  that
such  registration is not required.  Certificates  representing  shares of Stock
received  upon the exercise of this Option may bear an  appropriate  restrictive
legend reflecting the foregoing.

      ss. 13. Other  Conditions.  Employee shall (as a condition to the exercise
of this Option) enter into any agreement or make any representations required by
the Company related to the Stock to be acquired pursuant to the exercise of this
Option,  including any agreement  which restricts the transfer of Stock acquired
pursuant to the exercise of this Option and provides for the  repurchase of such
Stock by the Company under certain circumstances.

      ss. 14. Tax  Withholding.  The Company shall have the right to withhold or
retain  from any  payment  to  Employee  (whether  or not such  payment  is made
pursuant to this Option) or take such other action as is  permissible  under the
Plan which the Company deems  necessary or  appropriate to satisfy any income or
other tax withholding requirements as a result of the exercise of this Option.

    ss. 15. Governing Law.  The Plan and this Option shall be
            -------------
governed by the laws of the State of Delaware.

      ss. 16. Modification,  Amendment, and Cancellation. The Company shall have
the right  unilaterally  to modify,  amend,  or cancel this Option in accordance
with the terms of the Plan,  and, in particular,  shall have the right under ss.
15 of the Plan to cancel this Option as of any date before the effective date of
a sale or other corporate transaction described in ss. 15 of the Plan.

    ss. 17. Binding Effect.  This Option shall be binding upon the
            --------------
Company and Employee and their respective heirs, executors,
administrators and successors.


<PAGE>


                              OPTION EXERCISE FORM


                  (To be executed by Employee to
               exercise the rights to purchase Stock
                evidenced by the foregoing Option)


TO:   THERMOVIEW INDUSTRIES, INC.

      The undersigned  hereby exercises the right to purchase  __________ shares
of Stock  covered  by the  attached  Option  in  accordance  with the  terms and
conditions  thereof,  and  herewith  makes  payment of the Option Price for such
shares in full.




                                    Signature


                                    Address


                                          -    -
                                       ------ ----
                                    Social Security Number

Dated: _________________

<PAGE>

                                        4.5

                           THERMOVIEW INDUSTRIES, INC.
                             2000 STOCK OPTION PLAN

                           NON-INCENTIVE STOCK OPTION
                               (NON-TRANSFERABLE)

                               OPTION CERTIFICATE

ThermoView  Industries,  Inc., a Delaware corporation  ("Company"),  pursuant to
action of the Board and in accordance with the ThermoView Industries,  Inc. 2000
Stock  Option  Plan  ("Plan"),   hereby  grants  a  Non-Incentive  Stock  Option
("Option")  to  __________________  ("Employee")  to  purchase  from the Company
________ shares of Stock, at an Option Price of $____ per share, which Option is
subject to all of the terms and conditions set forth in this Option  Certificate
and in the Plan. This Option is granted effective as of ______________  __, 2000
("Option Grant Date").


                               THERMOVIEW INDUSTRIES, INC.



                                       By:

                                     Title:



                              TERMS AND CONDITIONS


      ss.1.  Plan.  This Option is subject to all the terms and  conditions  set
forth in the Plan and this Option  Certificate,  and all of the terms defined in
the Plan shall have the same meaning herein when such terms start with a capital
letter.  This Option is intended not to satisfy the  requirements  of ss. 422 of
the Code.  A copy of the Plan will be made  available  to Employee  upon written
request to the Chief Financial Officer of the Company.

      ss.  2.  Order of  Exercise.  The  exercise  of this  Option  shall not be
affected by the exercise or  non-exercise of any other option (without regard to
whether such option  constitutes an "incentive  stock option" within the meaning
of ss. 422 of the Code).

      ss.  3.  Date  Exercisable.   This  Option  shall  become  exercisable  in
accordance with the following schedule on any normal business day of the Company
occurring  on or after the first  date set forth  below and before the date this
Option expires under ss. 4.

                                    Number of Shares for which
           On or After                 Option First Becomes
                                           Exercisable

           ===========                      ==========
           ===========                      ==========
           -----------                      ----------

      The maximum  number of shares of Stock which may be  purchased by exercise
of this Option on any such day shall equal the excess,  if any, of (a) the total
number of shares of Stock  subject to this Option on the Option  Grant Date,  as
adjusted in accordance  with ss. 14 of the Plan,  and with respect to which this
Option is vested,  over (b) the number of shares of Stock which have  previously
been  purchased by exercise of this Option,  as adjusted in a manner  consistent
with ss. 14 of the Plan.

      If at the time Employee  intends to exercise any rights under this Option,
Employee is an officer or is filing  ownership  reports with the  Securities and
Exchange Commission under Section 16(a) of the Exchange Act then Employee should
consult with the Company before Employee exercises such rights because there may
be additional restrictions upon the exercise of such rights.

      ss. 4. Life of Option.  The Option  shall  expire when  exercised in full;
provided,  however,  the Option (to the extent not exercised in full) also shall
expire immediately and automatically on the earlier of (a) the date which is the
tenth  anniversary  of the Option Grant Date, (b) except in the case of death or
Disability  of  Employee,  the date (i) which is the 90th day after  Employee is
terminated at the  initiative of the Company for any reason except "good cause,"
as such  term is  defined  in ss.  4.1  below or (ii)  upon  which  Employee  is
terminated  at the  initiative  of the  Company  for "good  cause" or resigns at
Employee's own initiative for any reason or (c) the one year  anniversary of the
date Employee's employment terminates due to death or Disability. Employee shall
be  Disabled  for  purposes  of the Plan if  Employee  meets the  definition  of
disability set forth under the Company's long term  disability  plan, as amended
from time to time. The Company shall  determine  whether  Employee's  employment
terminates due to Disability.

           ss. 4.1For  purposes of this Option,  "good cause" for termination of
Employee's  employment  shall exist only if (a) Employee is convicted of, pleads
guilty to, or confesses to any act of fraud, misappropriation or embezzlement or
to any felony, (b) Employee has engaged in a dishonest or disloyal act resulting
in material  damage or  prejudice  to the Company or (c) Employee has engaged in
conduct or  activities  materially  damaging  or  prejudicial  to the  property,
business or reputation of the Company.

      ss. 5. Method of Exercise of Option.  Employee  may (subject to ss. 3, ss.
4, ss. 11, ss. 12, ss. 13 and ss. 16)  exercise  this Option in whole or in part
(before the date this Option  expires) on any normal business day of the Company
by (1) delivering the Option  Certificate to the Company at its principal  place
of business  together with written notice of the exercise of this Option and (2)
simultaneously  paying to the  Company  the Option  Price.  The  payment of such
Option Price shall be made either in cash,  by check  acceptable to the Company,
or by delivery to the Company of certificates  (properly endorsed) for shares of
Stock registered in Employee's name, or in any combination of such cash,  check,
and Stock which results in payment in full of the Option  Price.  Stock which is
so tendered as payment (in whole or in part) of the Option Price shall be valued
at its Fair Market Value on the date this Option is exercised.

    ss. 6. Delivery.  The Company's delivery of Stock pursuant to
           --------
the exercise of this Option (as described inss.5) shall discharge the Company of
all of its duties and responsibilities with respect to this Option.

      ss. 7 Adjustment.  The Board shall have the right to make such adjustments
to this Option as described under ss. 14 of the Plan.

      ss. 8. Nontransferable.  This Option shall not be transferable by Employee
except  by his will or by the  laws of  descent  and  distribution,  and  rights
granted under this Option shall be exercisable  during Employee's  lifetime only
by Employee.  If this Option is  exercisable  after the death of  Employee,  the
person or persons to whom this Option is  transferred  by will or by the laws of
descent  and  distribution  shall be treated as the  Employee  under this Option
Certificate.

      ss. 9.  Termination of Employment.  Neither the Plan,  this Option nor any
related  material  shall give Employee the right to continue in employment  with
the Company or any affiliate of the Company or shall adversely  affect the right
of the Company or  affiliate  terminate  Employee's  employment  with or without
cause at any time.

      ss. 10. Shareholder Status. Employee shall have no rights as a shareholder
with  respect to any shares of Stock  under this  Option  until such shares have
been duly issued and delivered to Employee,  and no adjustment shall be made for
dividends of any kind or description  whatsoever or for  distributions  of other
rights of any kind or  description  whatsoever  respecting  such Stock except as
expressly set forth in the Plan.

      ss. 11. Other Laws. The Company shall have the right to refuse to issue or
transfer  any Stock  under this  Option if the  Company  acting in its  absolute
discretion  determines that the issuance or transfer of such Stock might violate
any  applicable  law or  regulation,  and any payment  tendered in such event to
exercise this Option shall be promptly refunded to Employee.

      ss. 12. Securities Registration.  Employee may be requested by the Company
to hold any  shares of Stock  received  upon the  exercise  of this  Option  for
personal investment and not for purposes of resale or distribution to the public
and  Employee  shall,  if so  requested  by the  Company,  deliver  a  certified
statement  to that effect to the Company as a condition  to the transfer of such
Stock to  Employee.  Employee  may be  requested  by the  Company  to  deliver a
certified statement to the Company that he or she will not sell or offer to sell
any  shares  of  Stock  received  upon  the  exercise  of this  Option  unless a
registration  statement  shall be in effect with respect to such Stock under the
Securities Act of 1933, as amended, and the applicable state securities laws, or
unless he or she shall furnish to the Company an opinion,  in form and substance
satisfactory to the Company,  of legal counsel  acceptable to the Company,  that
such  registration is not required.  Certificates  representing  shares of Stock
received  upon the exercise of this Option may bear an  appropriate  restrictive
legend reflecting the foregoing.

      ss. 13. Other  Conditions.  Employee shall (as a condition to the exercise
of this Option) enter into any agreement or make any representations required by
the Company related to the Stock to be acquired pursuant to the exercise of this
Option,  including any agreement  which restricts the transfer of Stock acquired
pursuant to the exercise of this Option and provides for the  repurchase of such
Stock by the Company under certain circumstances.

      ss. 14. Tax  Withholding.  The Company shall have the right to withhold or
retain  from any  payment  to  Employee  (whether  or not such  payment  is made
pursuant to this Option) or take such other action as is  permissible  under the
Plan which the Company deems  necessary or  appropriate to satisfy any income or
other tax withholding requirements as a result of the exercise of this Option.

          ss. 15.  Governing  Law. The Plan and this Option shall be governed by
the laws of the State of Delaware.

      ss. 16. Modification,  Amendment, and Cancellation. The Company shall have
the right  unilaterally  to modify,  amend,  or cancel this Option in accordance
with the terms of the Plan,  and, in particular,  shall have the right under ss.
15 of the Plan to cancel this Option as of any date before the effective date of
a sale or other corporate transaction described in ss. 15 of the Plan.

    ss. 17. Binding Effect.  This Option shall be binding upon the
            --------------
Company and Employee and their respective heirs, executors,
administrators and successors.


<PAGE>


                              OPTION EXERCISE FORM


                  (To be executed by Employee to
               exercise the rights to purchase Stock
                evidenced by the foregoing Option)


TO:   THERMOVIEW INDUSTRIES, INC.

      The undersigned  hereby exercises the right to purchase  __________ shares
of Stock  covered  by the  attached  Option  in  accordance  with the  terms and
conditions  thereof,  and  herewith  makes  payment of the Option Price for such
shares in full.




                                    Signature



                                    Address


                                          -    -
                                        ------ ----
                                    Social Security Number

Dated: _________________

<PAGE>

                                        10.1

                         SIXTH AMENDMENT TO LOAN AGREEMENT
                              AND AMENDMENT TO NOTE

      THIS  SIXTH  AMENDMENT  TO LOAN  AGREEMENT  AND  AMENDMENT  TO  NOTE  (the
"Agreement"),  is made and entered into as of the 15th day of August,  2000,  by
and   among  [i]   THERMOVIEW   INDUSTRIES,   INC.,   a   Delaware   corporation
("ThermoView"),   [ii]  AMERICAN  HOME   DEVELOPERS   CO.,  INC.,  a  California
corporation ("American Home"), [iii] THERMOVIEW INDUSTRIES,  INC. OF CALIFORNIA,
a California  corporation formerly known as Five Star Builders,  Inc., successor
in interest to American Home  Remodeling,  ("ThermoView  California"),  [iv] KEY
HOME CREDIT,  INC., a Delaware  corporation ("Key Home"), [v] KEY HOME MORTGAGE,
INC., a Delaware  corporation  ("Key Home  Mortgage"),  [vi] LEINGANG SIDING AND
WINDOW,  INC., a North Dakota business corporation  ("Leingang  Siding"),  [vii]
PRIMAX WINDOW CO., a Kentucky  corporation  ("Primax")  [viii]  PRECISION WINDOW
MFG.,  INC., a Missouri  corporation  ("Precision")  [ix] ROLOX,  INC., a Kansas
corporation  ("Rolox"),  [x] TD  WINDOWS,  INC.,  a  Kentucky  corporation  ("TD
Windows"), [xi] THERMAL LINE WINDOWS, INC., a North Dakota corporation, formerly
known as Ice Inc.,  successor  in  interest  to Thermal  Line  Windows,  LLP and
Blizzard Enterprises, Inc. ("Thermal Line"), [xii] THERMOVIEW OF MISSOURI, INC.,
a Missouri  corporation  ("ThermoView-Missouri"),  and [xiii] THERMO-TILT WINDOW
COMPANY,  a Delaware  corporation  ("Thermo-Tilt"),  [xiv] THOMAS  CONSTRUCTION,
INC.,  a  Missouri  corporation   ("Thomas"),   [xv]  THERMO-SHIELD  OF  AMERICA
(ARIZONA),  INC.,  an Arizona  corporation  ("TSAAI"),  [xvi]  THERMO-SHIELD  OF
AMERICA (MICHIGAN), INC., a Michigan corporation ("TSAMI"), [xvii] THERMO-SHIELD
COMPANY,   LLC,  an  Illinois   limited   liability   company   ("TSC")  [xviii]
THERMO-SHIELD  OF AMERICA  (WISCONSIN),  LLC.,  a  Wisconsin  limited  liability
company  ("TSAW"),   [xix]  THERMOVIEW   ADVERTISING  GROUP,  INC.,  a  Delaware
corporation ("TAG"),  (ThermoView,  American Home,  ThermoView  California,  Key
Home, Key Home Mortgage,  Leingang Siding, Primax, Precision, Rolox, TD Windows,
Thermal Line, ThermoView-Missouri,  Thermo-Tilt, Thomas, TSAAI, TSAMI, TSC, TSAW
and TAG individually are referred to herein as a "Borrower" and collectively are
referred  to in this  Agreement  as the  "Borrowers"),  and PNC  BANK,  NATIONAL
ASSOCIATION, a national banking association (the "Bank")].

      PRELIMINARY STATEMENT:

      A. Pursuant to that certain Loan Agreement dated as of August 31, 1998, by
and among certain of the Borrowers and the Bank, as amended pursuant to (a) that
certain  Joinder to Loan  Documents  and  Amendment  to Loan  Documents  (Thomas
Construction,  Inc.)  dated as of January 1, 1999,  by and among  certain of the
Borrowers and the Bank, (b) that certain Joinder to Loan Documents and Amendment
to Loan Documents  (Precision Window Mfg., Inc.) dated as of January 5, 1999, by
and among  certain of the Borrowers  and the Bank,  (c) that certain  Joinder to
Loan Documents and Amendment to Loan Documents  (Thermo-Shield) dated as of July
8, 1999, by and among  certain of the  Borrowers and the Bank,  (d) that certain
Amendment to Loan  Agreement  dated as of July 30, 1999, by and among certain of
the Borrowers and the Bank, (e) that certain Second  Amendment to Loan Agreement
dated as of October 14,  1999,  by and among  certain of the  Borrowers  and the
Bank, (f) that certain Third  Amendment to Loan  Agreement  dated as of November
__, 1999, by and among  certain of the Borrowers and the Bank,  (g) that certain
Fourth  Amendment to Loan Agreement and Amendment to Note and Term Note dated as
of November 10, 1999, by and among  certain of the  Borrowers and the Bank,  and
(h) that certain Fifth  Amendment to Loan  Agreement and Amendment to Note dated
as of April 14, 2000, by and among the Borrowers and the Bank (collectively, the
"Loan  Agreement"),  the Bank has  established a committed line of credit in the
principal  amount of Fifteen  Million Dollars  ($15,000,000.00)  (the "Loan") in
favor of the Borrowers for the purposes set forth in the Loan Agreement.

      B. The  Borrowers  are in  default  under the Loan  Agreement  in  certain
respects as of June 30, 2000, and the Borrowers have requested the Bank to waive
all  defaults  and  Events  of  Default,  as such  term is  defined  in the Loan
Agreement,  existing as of June 30, 2000 as well as to amend the Loan  Agreement
and the Note as more particularly described in this Agreement.

      C. The Bank is  willing  to waive  all  defaults  and  Events  of  Default
existing  under  the Loan  Agreement  as of June 30,  2000 and to amend the Loan
Agreement and the Note as more particularly described in this Agreement upon the
condition,  among others,  that the Borrowers execute and deliver this Agreement
in favor of the Bank.

      NOW, THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  and  agreements  set forth  herein,  and for other good and  valuable
consideration, the Borrowers and the Bank hereby agree as follows:

1.    Defined  Terms.  Each  capitalized  term used  herein,  unless  otherwise
expressly  defined  herein,  shall  have  the  meanings  set  forth in the Loan
Agreement.

2.    Extension of the Stated  Maturity  Date of the Loan.  The  Borrowers  and
the Bank hereby  extend the stated  maturity  date of the Loan from May 1, 2001
to July 1,  2001.  In  furtherance  of the  provisions  of this  Section 2, the
Borrowers  and the Bank hereby  delete  Section 1.D. of the Loan  Agreement and
substitute a new Section 1.D. reading in its entirety as follows:

      "D.  Termination of Commitment.  Bank's  obligation to make Advances under
      the Loan (the  "Commitment")  shall  continue until the earlier of July 1,
      2001, or any later date or dates, if applicable, as to which Borrowers and
      the Bank  (each  in  their  sole and  absolute  discretion,  which  may be
      exercised  arbitrarily)  may agree in writing (July 1, 2001, or such later
      date is referred to herein as the "Loan Expiration  Date"), and the amount
      of all Advances not earlier repaid,  together with interest thereon, shall
      be due and payable in full as of the Loan Expiration Date."

      The Borrowers and the Bank further agree to delete the first  sentence of
Section  I.F. of the Loan  Agreement  and  substitute  a new first  sentence to
Section 1.F. of the Loan Agreement reading in its entirety as follows:

      "Subject  to the  provisions  of this  Agreement,  Bank  agrees  to  issue
      irrevocable  standby  Letters of Credit from time to time after January 1,
      1999,  until the earlier of July 1, 2001,  or any later date or dates,  if
      applicable,  as to which  Borrowers and Bank may agree (each in their sole
      and absolute  discretion,  which may be exercised  arbitrarily) in writing
      (July 1, 2001,  or such later date is referred to herein as the "Letter of
      Credit Expiration Date") upon the request of, for the account of, and with
      recourse to Borrowers (the "Letter of Credit Facility").

3.  Permanent  Reduction in the Principal  Amount of the Loan. The Borrowers and
the Bank hereby agree to permanently  reduce the maximum principal amount of the
Loan from  Fifteen  Million  Dollars  ($15,000,000.00)  to Ten  Million  Dollars
($10,000,000.00)  on or before December 27, 2000. The Borrowers further covenant
and agree that, without the Bank's prior written consent, the Borrowers will not
incur additional Funded Debt to obtain the funds necessary to reduce the maximum
principal  amount of the Loan from Fifteen Million Dollars  ($15,000,000.00)  to
Ten  Million  Dollars  ($10,000,000.00)  on or before  December  27,  2000.  The
Borrowers  jointly and  severally  covenant and agree to pay to the Bank,  on or
before  December 27, 2000, an amount  sufficient to reduce the unpaid  principal
balance of the Loan to Ten Million  Dollars  ($10,000,000.00)  on  December  27,
2000. All references to the maximum  principal amount of the Loan shall mean (a)
Fifteen Million Dollars  ($15,000,000.00) through December 26, 2000, and (b) Ten
Million Dollars ($10,000,000.00) on and after December 27, 2000.

4.    Restatement  of Financial  Covenants.  The  Borrowers and the Bank hereby
delete  Section 4.I. of the Loan  Agreement  in its  entirety and  substitute a
new Section 4.I. reading in its entirety as follows:

           "[I] [1] Cash Flow to Required Debt Service  Payments.  The Borrowers
      will maintain a ratio of Cash Flow to Required Debt Service Payments:  (a)
      equal to or  greater  than 1.75 to 1.0 for the  fiscal  quarter  ending on
      September  30,  2000,  (b)  equal to or  greater  than 1.25 to 1.0 for the
      fiscal  quarter  ending on December 31, 2000,  and (c) equal to or greater
      than 1.0 to 1.0 for the fiscal  quarters ending on March 31, 2000 and June
      30, 2001. Effective for the fiscal quarter commencing on July 1, 2000, the
      foregoing  ratio shall be determined on a cumulative  basis beginning with
      the fiscal  quarter  ending on  September  30,  2000 and as of each fiscal
      quarter  thereafter  through and  including the fiscal  quarter  ending on
      March  31,  2001,  and  thereafter  the  ratio  shall be  determined  on a
      cumulative basis for the immediately preceding four fiscal quarters."

           [2] Funded Debt to EBITDA Ratio. The Borrowers will maintain a ratio,
      calculated as of the end of each fiscal quarter of the Borrowers beginning
      December 31, 2000 (each a "Calculation  Date"),  of the consolidated  (and
      combined,  if  applicable)  Funded  Debt  of  the  Borrowers  as  of  each
      Calculation Date divided by the consolidated (and combined, if applicable)
      EBITDA of the Borrowers for the four (4) fiscal  quarters of the Borrowers
      ending on the applicable  Calculation Date, that shall not be greater than
      the applicable ratio set forth opposite each Calculation Date.


----------------------------------------------
                           Funded Debt to
                           EBITDA Ratio if
                          Thermal Line Sale
   Calculation Date       has not Occurred
                            Prior to the
                          Calculation Date
----------------------------------------------
   December 31, 2000            21.63
----------------------------------------------
    March 31, 2001              7.50
----------------------------------------------
   January 30, 2001             5.36
----------------------------------------------

      For purposes of each of the above financial covenants, the following terms
shall have the following meanings:

                [a] "Capital  Expenditures"  means, for any period, all payments
      for any fixed assets, or improvements or for  replacements,  substitutions
      or  additions  thereto,  that have a useful life of more than one year and
      which are required to be  capitalized  under GAAP and which  payments have
      been made from funds of the  Borrowers  other than funds  borrowed  by the
      Borrowers.

                [b] "Cash Flow"  means,  for any period,  EBITDA for such period
      less  provision  for income  taxes and Capital  Expenditures  for the same
      period.

                [c]  "EBITDA"  means,  for any  period,  (a) net  income (or the
      deficit if expenses and charges exceed  revenues and proper income items),
      increased by (b) all amounts deducted therefrom  (without  duplication) in
      the  calculation  of net  income  on  account  of the sum of (i)  interest
      expense,   (ii)  provision  for  income  taxes,   (iii)  depreciation  and
      amortization  expense,  and (iv) unusual charges charged to net income for
      the quarter ended June 30, 2000, not to exceed $10,745,000,  but excluding
      therefrom  (c) all amounts  included  therein on account of  extraordinary
      items of income and gains  from the sale of assets  outside  the  ordinary
      course of business.

                [d] "Funded Debt" is defined as the consolidated  (and combined,
      if applicable) sum of all line borrowings, plus current (i.e. less than or
      equal to one (1) year) and non-current maturities of all long term debt of
      each of the Borrowers (including but not limited to any obligations of any
      Borrower  that are  determined  based  on the  future  performance  of any
      Acquired  Entity  ("Earn-Outs")  and which  Earn-Outs are not paid in full
      within thirty (30) days of the date when due and payable  (including after
      any applicable requirement for notice and an opportunity to cure expressly
      provided  in  the  applicable   instrument  or  document   governing  such
      obligation)  ("Matured  Earn-Outs"))  to the Bank and all other persons or
      entities. For purposes of this calculation, Funded Debt shall be deemed to
      include,  at all times, the actual principal amount of the GE Subordinated
      Debt due and owing with regard to any carrying  value thereof shown on the
      books and records of the Borrowers.

                [e] "Required Debt Service  Payments"  means,  for the period in
      question,  all  regularly  scheduled  payments  of  principal  (other than
      balloon payments of principal due at stated maturity) and accrued interest
      due on all Funded Debt during such period.

5.    Key-Man  Insurance.  The Borrowers and the Bank add a new Section 4.T. to
the Loan Agreement reading in its entirety as follows:

           T. Key-Man Insurance.  The Borrowers shall provide to the Bank, on or
before  September  30, 2000,  copies of key-man life  insurance  policies on the
lives of Rodney Thomas and Larry Smith each in the amount of One Million Dollars
($1,000,000.00) and duly issued by a life insurance company  satisfactory to the
Bank in its reasonable  judgment,  both of which life insurance polices shall be
assigned to the Bank pursuant to assignments in form and substance  satisfactory
to the Bank.

6.    Consultants.  The  Borrowers  and the Bank add a new Section  4.U. to the
Loan Agreement reading in its entirety as follows:

           U.  Consultants.  The Borrowers shall continue to retain the services
of either  Continental  & Equity  Corporation  ("CCEC")  and/or West Park,  Inc.
("West Park")  through  December 31, 2000 to assist the Borrowers in identifying
additional  sources of capital and/or debt in order to repay the Loan in full to
the Bank. The Borrowers shall provide to the Bank, on or before August 31, 2000,
copies of the executed  contracts between  ThermoView and CCEC and West Park, as
applicable,  confirming  the Borrowers'  compliance  with the provisions of this
Section 4.U. During the term of the foregoing  contract(s),  the Borrowers shall
provide to the Bank,  within ten (10) days after the end of each month, a status
report  as of the last day of the  immediately  preceding  month  describing  in
reasonable  detail the work performed during such month by CCEC and/or West Park
and  including  therein  copies of all  offering  memoranda,  booklets and other
offering materials prepared by CCEC and/or West Park and/or the Borrowers during
such month.

7.    Waiver and  Extension  Fee. The  Borrowers and the Bank add a new Section
4.V. to the Loan Agreement reading in its entirety as follows:

           V. Waiver and  Extension  Fee. The  Borrowers  jointly and  severally
covenant and agree to pay to the Bank,  in  consideration  of the  covenants and
agreements of the Bank set forth in this  Agreement,  a waiver and extension fee
in the amount of One Hundred Thousand Dollars $100,000.00), of which Twenty-Five
Thousand Dollars  ($25,000.00)  shall be paid to the Bank on or before September
30, 2000, Twenty-Five Thousand Dollars ($25,000.00) shall be paid to the Bank on
or before October 31, 2000,  Twenty-Five  Thousand Dollars ($25,000.00) shall be
paid to the Bank on or  before  November  30,  2000,  and  Twenty-Five  Thousand
Dollars ($25,000.00) shall be paid to the Bank on or before December 28, 2000.

8.    Costs  Reduction  Initiatives.  The  Borrowers  and  the  Bank  add a new
Section 4.W. to the Loan Agreement reading in its entirety as follows:

           W. Costs  Reduction  Initiatives.  The Borrowers shall deliver to the
Bank on a monthly basis a report setting forth a listing and  description of all
initiatives adopted by the Borrowers  (including without limitation,  those with
respect to the reduction of costs  detailing and quantifying the initiatives set
forth both by entity and by the Borrowers as a whole) and the actual  results of
such initiatives set forth both by entity and by the Borrowers as a whole.

9.    Cash  Dividends.  The  Borrowers  and the Bank add a new Section  5.N. to
the Loan Agreement reading in its entirety as follows:

           N.  Cash  Dividends.  The  Borrowers  shall  not  declare,  make  or
permit  any  cash  dividends,   other  than  inter-company   dividends  from  a
wholly-owned  subsidiary  corporation  to its parent  corporation,  at any time
prior to the earlier of  September  30, 2001 or the payment of the Loan in full
to the Bank.

10.   Earn-Outs.  The  Borrowers  and the Bank add a new  Section  5.O.  to the
Loan Agreement reading in its entirety as follows:

           O.  Earn-Outs.  The  Borrowers  shall  not  make or  permit  any cash
payments  with  respect to any  Earn-Outs  at any time  prior to the  earlier of
September 30, 2001 or the payment of the Loan in full to the Bank.

11.   Consent to  Management  Changes.  The Bank  consents  to the  election of
Rodney  Thomas and Larry  Smith as  executive  officers of each  Borrower.  The
Borrowers  expressly  ratify and reaffirm the provisions of Section 5.F. of the
Loan Agreement.

12.   Amendment  to Note.  The Note is  hereby  amended  by  deleting  the last
sentence of  paragraph 1 of the Note and  substituting  a new last  sentence to
paragraph 1 of the Note reading in its entirety as follows:

           "The  "Expiration  Date" shall mean the earliest to occur of [a] July
      1, 2001,  or [b] the date on which the Bank receives  written  notice from
      the Borrowers  (which notice shall be  irrevocable) in which the Borrowers
      shall state that they do not intend to request further Advances hereunder,
      and shall  acknowledge  that the Bank  shall  have no  obligation  to make
      further Advances hereunder."

13. Waiver of Covenant  Default.  Subject to delivery to the Bank of each of the
"Agreement  Documents"  more  particularly  described  in  Section  13  of  this
Agreement, the Bank hereby grants a waiver of Borrowers' non-compliance with [i]
the financial  covenants  contained in Section 4.I. and Section 4.J. of the Loan
Agreement  and of the  Events of  Default  that would  otherwise  result  from a
violation of those Sections,  solely for the period of April 1, 2000 to June 30,
2000,  and [ii] the  covenants  contained in Sections  4.S. and 5.F. of the Loan
Agreement  and of the  Events of  Default  that would  otherwise  result  from a
violation of those Sections,  solely for the period of April 1, 2000 to June 30,
2000.  The  Borrowers  agree that they will  hereafter  comply  fully with these
provisions,  as amended,  and all other provisions of the Loan Agreement and the
Loan Documents, which remain in full force and effect.

14. Conditions  Precedent.  The modifications to the Loan Agreement described in
Sections 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 of this Agreement,  the  modification
to the Note described in Section 11 of this Agreement, and the waivers described
in Section 13 of this  Agreement  shall all become  effective  on that date (the
"Effective Date") on which each of the following  documents  (collectively,  the
"Agreement  Documents")  has been  executed  by each of the  parties to them and
delivered to the Bank and when the Bank determined to its satisfaction that each
other condition set forth below has been fulfilled,  except that with respect to
the waivers  described in Section 13 once effective on the Effective  Date, such
waivers shall be deemed to be effective as of August 15, 2000:

      A.   This Agreement, duly executed by each of the Borrowers and the Bank;

      B.   Copies  of  each of the  fully-executed  documents  and  instruments
between the Borrowers,  as  applicable,  and G.E.  Capital Equity  Investments,
Inc.,  pursuant  to which G.E.  Capital  Equity  Investments,  Inc,  shall have
waived  all  current  Events of  Default  under and as  defined  in the GE Loan
Documents  as of June 30,  2000,  and the  Borrowers  and G.E.  Capital  Equity
Investments,  Inc.  shall have  modified the financial  covenants  contained in
the GE Loan  Documents so that such  financial  covenants  are identical to the
financial  covenants  contained in the Loan  Documents  after giving  effect to
the modifications to the Loan Documents described in this Agreement;

      C. Evidence satisfactory to the Bank in its sole discretion that Rodney H.
Thomas,  Thomas  Construction,  Inc.,  13397 Lakefront  Drive, LLC and Investors
Property  Holding,  LLC have  agreed to suspend  until  September  30,  2001 the
effectiveness and  enforceability of certain amendments and modifications to the
Non-Competition Agreement,  Triple Net Lease Agreement and Furniture and Fixture
Lease  Agreements to which such entities are parties,  as applicable,  and which
were implemented on April 14, 2000;

      D. Evidence  satisfactory  to the Bank in its sole discretion that each of
Brown Simpson  Strategic  Growth Fund, Ltd. and Brown Simpson  Strategic  Growth
Fund,  L.P.  have agreed to suspend the cash dividend  payment  structure of the
Series C  Preferred  Stock and their  right to certain  redemption  rights  with
respect to the Series C Preferred  Stock until the earlier of September 30, 2001
of the payment of the Loan in full to the Bank;

      E.   Each of Stephen A. Hoffmann,  Nelson E. Clemens,  Richard E. Bowlds,
and Douglas I.  Maxwell,  III shall have  consented  to the  amendments  to the
Loan  Agreement  and the Note  effected  pursuant to this  Agreement  and shall
have ratified and  reaffirmed  all of their  covenants and agreements set forth
in that certain Limited  Guaranty  Agreement dated April 14, 2000,  executed by
them in favor of the Bank, in each case  pursuant to that certain  Ratification
and  Reaffirmation  Agreement in the form of Exhibit A attached hereto and made
a part hereof;

      F.   Assignments  of the key-man life insurance  policies  referred to in
Section 5 of this  Agreement,  duly  executed  and  delivered  by all  required
parties and in form and substance satisfactory to the Bank;

      G. Evidence  satisfactory  to the Bank in its sole discretion that each of
the Borrowers and all of the  Subsidiaries  of the Borrowers  have  consented in
writing to the amendments to the Loan  Agreement and the Note effected  pursuant
to this  Agreement  and have  ratified  and  reaffirmed  in writing all of their
covenants, agreements, obligations,  representations and warranties set forth in
the Security  Documents and the other Loan  Documents to which they are parties;
and

      H. Current  resolutions  of the Board of  Directors  of each  Borrower and
current Certificates of Incumbency from each Borrower,  in each case identifying
the  current  executive  officers  of each  Borrower  and,  in the  case of such
resolutions,  expressly  authorizing all of the  transactions  described in this
Agreement.

15.  Other  Stipulations.  Upon  the  Effective  Date,  the  provisions  of this
Agreement  shall become  effective and shall modify or supersede and replace the
applicable provisions of, as applicable, the Loan Agreement and the Note recited
as being  modified by them.  From and after the Effective Date each reference to
the "Loan  Agreement" and the "Note" shall mean and be deemed a reference to, as
applicable,  the Loan  Agreement and the Note as modified by this Agreement but,
except as modified by this Agreement, the Loan Agreement and the Note shall each
remain in full force and effect in the same form as existed  immediately  before
the Effective Date.

16.  Miscellaneous.  This Agreement  contains the final,  complete and exclusive
agreement of the Borrowers and the Bank with regard to its subject  matter,  may
not be amended  except in writing  signed by each of the Borrowers and the Bank,
shall be binding upon and inure to the benefit of the respective  successors and
assigns of each of the Borrowers and the Bank (subject to applicable  provisions
of the Loan Agreement),  and shall be construed in accordance with and otherwise
governed  in all  respects by the laws of the  Commonwealth  of  Kentucky.  This
Agreement may be executed in  counterparts,  and all  counterparts  collectively
shall constitute but one original document.  Each of the Borrowers hereby agrees
to  reimburse  the Bank  for all  costs  and  expenses  incurred  by the Bank in
connection  with the  preparation,  negotiation,  documentation,  execution  and
delivery of this Agreement,  including but not limited to the reasonable fees of
legal counsel to the Bank.

17.  Joinder.  Each of the Borrowers  join in this  Agreement for the purpose of
consenting  to the  provisions  of the  foregoing  Agreement,  and  each  of the
Borrowers  confirms and agrees that its and their respective  obligations under,
as applicable, the Note and the other Loan Documents shall be unimpaired by this
Agreement and that no Borrower has any defenses or set offs against the Bank, or
its respective officers, directors,  employees, agents or attorneys with respect
to, as  applicable,  the Note or other Loan Documents and that all of the terms,
conditions  and  covenants in the Loan  Documents  remain  unaltered and in full
force and effect and are hereby ratified and confirmed.


<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to
Loan  Agreement and Amendment to Note to be duly executed as of the day and year
first above written.

                               "Borrowers"

                               THERMOVIEW INDUSTRIES, INC.,
                             a Delaware corporation


                               By:  ____________________________________
                                    Charles L. Smith, President


                               AMERICAN HOME DEVELOPERS CO., INC.,
                               a California corporation


                               By:  ____________________________________
                                    Charles L. Smith, President


                               THERMOVIEW INDUSTRIES, INC. OF CALIFORNIA, a
                               California corporation, formerly known as Five
                               Star Builders, Inc., successor in interest to
                               American Home Remodeling


                               By:  ____________________________________
                                    Charles L. Smith, President


                               KEY HOME CREDIT, INC.,
                               a Delaware corporation


                               By:  ____________________________________
                                    Charles L. Smith, President

                               KEY HOME MORTGAGE, INC.,
                               a Delaware corporation


                               By:  ____________________________________
                                    Charles L. Smith, President

                               LEINGANG SIDING AND WINDOW, INC.,
                               a North Dakota business corporation


                               By:  ____________________________________
                                    Charles L. Smith, President


                               PRIMAX WINDOW CO.,
                               a Kentucky corporation


                               By:  ____________________________________
                                    Charles L. Smith, President


                               PRECISION WINDOW MFG., INC.,
                               a Missouri corporation


                               By:  ____________________________________
                                    Charles L. Smith, President


                               ROLOX, INC.,
                               a Kansas corporation


                               By:  ____________________________________
                                    Charles L. Smith, President


                               TD WINDOWS, INC.,
                               a Kentucky corporation


                               By:  ____________________________________
                                    Charles L. Smith, President




<PAGE>


                               THERMAL LINE WINDOWS, INC.,
                               a North Dakota corporation, formerly known as
                               Ice Inc., successor in interest to Thermal Line
                               Windows, LLP and Blizzard Enterprises, Inc.


                               By:  ____________________________________
                                    Charles L. Smith, President


                               THERMOVIEW OF MISSOURI, INC.,
                               a Missouri corporation


                               By:  ____________________________________
                                    Charles L. Smith, President


                               THERMO-TILT WINDOW COMPANY,
                               a Delaware corporation


                               By:  ____________________________________
                                    Charles L. Smith, President


                               THOMAS CONSTRUCTION, INC.,
                               a Missouri corporation


                               By:  ____________________________________
                                    Charles L. Smith, President


                               THERMO-SHIELD OF AMERICA (ARIZONA), INC., an
                               Arizona corporation


                               By:  ____________________________________
                                    Charles L. Smith, President




<PAGE>


                               THERMO-SHIELD OF AMERICA (MICHIGAN), INC., a
                               Michigan corporation


                               By:  ____________________________________
                                    Charles L. Smith, President


                               THERMO-SHIELD COMPANY, LLC,
                               an Illinois limited liability company


                               By:  ____________________________________
                                    Charles L. Smith, President


                               THERMO-SHIELD OF AMERICA (WISCONSIN), LLC., a
                               Wisconsin limited liability company


                               By:  ____________________________________
                                    Charles L. Smith, President


                               THERMOVIEW ADVERTISING GROUP, INC.,
                               a Delaware corporation


                               By:  ____________________________________
                                    Charles L. Smith, President

                               "Bank"


                               _________________________________________ PNC
                               BANK, NATIONAL ASSOCIATION,
                               a national banking association

                               By:  ____________________________________
                                    Lawrence E. Reynolds, Vice President
<PAGE>

                                10.2

                        AMENDMENT NO. 3 AND WAIVER

     AMENDMENT  NO. 3 AND WAIVER  (this  "Amendment"),  dated as of September 6,
2000,  between  ThermoView  Industries  Inc.  ("Company")  and GE Capital Equity
Investments, Inc. ("GE Capital").


                       W I T N E S S E T H:

           WHEREAS,   Company  and  GE  Capital  are  parties  to  that  certain
Securities  Purchase  Agreement,  dated as of July 8, 1999 (as from time to time
amended, restated, supplemented or otherwise modified, the "Purchase Agreement",
and unless the context  otherwise  requires or unless otherwise  defined herein,
capitalized  terms used herein shall have the  meanings  assigned to them in the
Purchase Agreement); and

           WHEREAS,  Company has requested an amendment and/or waiver of, and GE
Capital has agreed to amend and/or  waive,  certain  provisions  of the Purchase
Agreement, on the terms and subject to the conditions as hereinafter set forth;

           NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:

Section 1.      AMENDMENTS TO THE PURCHASE AGREEMENT.  Effective
                ------------------------------------
as of the Effective Date (as defined herein), the Purchase
Agreement is amended as follows:

1.1 By adding the following new clause (viii) to Section  5.1(b) of the Purchase
Agreement:

           "(viii)  Company  shall  deliver to  Purchaser  on a monthly  basis a
      report setting forth a listing and description of all initiatives  adopted
      by Company and its Subsidiaries (including, without limitation, those with
      respect  to  the  reduction  of  costs   detailing  and   quantifying  the
      initiatives  set forth both by entity and by Company and its  Subsidiaries
      as a whole) and the actual results of such  initiatives  set forth both by
      entity and by Company and its Subsidiaries as a whole."

1.2   By adding the following sentences to Section 5.1(e) of the
Purchase Agreement:

           "Company  shall provide to the  Purchaser on or before  September 30,
      2000,  copies of key-man  life  insurance  policies on the lives of Rodney
      Thomas  and  Larry  Smith  each  in  the  amount  of One  Million  Dollars
      ($1,000,000.00)  and duly issued by a life insurance company  satisfactory
      to the Purchaser in its reasonable judgment,  both of which life insurance
      policies shall be assigned to PNC Bank pursuant to assignments in form and
      substance satisfactory to PNC Bank. Company shall thereafter maintain such
      policies in full force and effect."

1.3 By amending and restating  Section  5.1(h) of the Purchase  Agreement in its
entirety as follows:

           "(h)  Financial  Covenants.  (i)  Company and its  Subsidiaries  will
      maintain a ratio of Cash Flow to Required Debt Service Payments: (a) equal
      to or greater than 1.75 to 1.0 for the fiscal  quarter ending on September
      30, 2000;  (b) equal to or greater than 1.25 to 1.0 for the fiscal quarter
      ending on December 31,  2000;  and (c) equal to or greater than 1.0 to 1.0
      for the fiscal quarters ending on March 31, 2000 and June 30, 2001 and for
      each  fiscal  quarter   thereafter.   Effective  for  the  fiscal  quarter
      commencing on July 1, 2000,  the foregoing  ratio shall be determined on a
      cumulative basis beginning with the fiscal quarter ending on September 30,
      2000 and as of each fiscal  quarter  thereafter  through and including the
      fiscal quarter ending on March 31, 2001, and thereafter the ratio shall be
      determined on a cumulative basis for the immediately preceding four fiscal
      quarters.

                (ii) The ratio,  calculated as of the end of each fiscal quarter
      of  Company  and its  Subsidiaries  beginning  December  31,  2000 (each a
      "Calculation  Date"),  of the consolidated  (and combined,  if applicable)
      Funded Debt of Company and its  Subsidiaries as of each  Calculation  Date
      divided by the  consolidated  (and  combined,  if  applicable)  EBITDA for
      Company and its  Subsidiaries  for the four (4) fiscal quarters of Company
      and its Subsidiaries  ending on the applicable  Calculation Date shall not
      be greater than as set forth opposite each Calculation Date below:

      Calculation Date                 Debt to EBITDA Rate
      ----------------                 -------------------
      December 31, 2000                21.63 to 1.00
      March 31, 2001                   7.50 to 1.00
      June 31, 2001                    5.40 to 1.00
      September 30, 2001               3.75 to 1.00
      December 31, 2001 and            3.10 to 1.00
      thereafter

           For purposes of each of the above financial covenants,  the following
      terms shall have the following meanings:

                (A) "Capital  Expenditures"  means, for any period, all payments
      for any fixed assets, or improvements or for  replacements,  substitutions
      or  additions  thereto,  that have a useful life of more than one year and
      which are required to be  capitalized  under GAAP and which  payments have
      been made from  funds of  Company  and its  Subsidiaries  other than funds
      borrowed by Company and its Subsidiaries.

                (B) "Cash Flow"  means,  for any period,  EBITDA for such period
      less  provision  for income  taxes and Capital  Expenditures  for the same
      period.

                (C)  "EBITDA"  means,  for any  period  (a) net  income  (or the
      deficit if expenses and charges  exceed  revenues and proper income items)
      increased by (b) all amounts deducted therefrom  (without  duplication) in
      the  calculation  of net  income  on  account  of the sum of (i)  interest
      expense,   (ii)  provision  for  income  taxes,   (iii)  depreciation  and
      amortization  expense and (iv) unusual  charges  charged to net income for
      the quarter ended June 30, 2000, not to exceed $10,745,000,  but excluding
      therefrom  (c) all amounts  included  therein on account of  extraordinary
      items of income and gains  from the sale of assets  outside  the  ordinary
      course of business.

                (D) "Funded Debt" is defined as the consolidated  (and combined,
      if applicable) sum of all line borrowings, plus current (i.e. less than or
      equal to one (1) year) and non-current maturities of all long term debt of
      Company and its Subsidiaries (including but not limited to any obligations
      of Company or any of its  Subsidiaries  that are  determined  based on the
      future  performance  of  any  Acquired  Entity   ("Earn-Outs")  and  which
      Earn-Outs  are not paid in full  within  thirty (30) days of the date when
      due and payable (including after any applicable requirement for notice and
      an opportunity to cure expressly provided in the applicable  instrument or
      document  governing such obligation)  ("Matured  Earn-Outs")) to PNC Bank,
      any  Purchaser  and all other  persons or  entities.  For purposes of this
      calculation,  Funded  Debt shall be deemed to include,  at all times,  the
      aggregate  amount of any  line(s) of credit  available  to Company and its
      Subsidiaries from PNC Bank and other financial institutions,  and (without
      duplication)  the actual  principal  amount of the PNC Senior Debt,  other
      Senior  Debt and  Obligations  due and owing with  regard to any  carrying
      value  thereof  shown on the  books  and  records  of the  Company  and it
      Subsidiaries.

                (E) "Required Debt Service  Payments"  means,  for the period in
      question,  all  regularly  scheduled  payments  of  principal  (other than
      balloon payments of principal due at stated maturity) and accrued interest
      due on all Funded Debt during such period."

1.4   By adding the following new Section 5.1(n) to the Purchase
Agreement:

           "(n) Consultants. Company shall, and shall cause its Subsidiaries to,
      continue to retain the services of either Continental & Equity Corporation
      ("CCEC") and/or West Park, Inc. ("West Park") through December 31, 2000 to
      assist Company and its Subsidiaries in identifying  additional  sources of
      capital and/or debt in order to repay the PNC Senior Debt. Company and its
      Subsidiaries shall provide to the Purchaser, on or before August 31, 2000,
      copies of the executed  contracts  between Company and CCEC and West Park,
      as applicable,  confirming Company's and its Subsidiaries' compliance with
      the  provisions of this Section  5.1(n).  During the term of the foregoing
      contract(s),  Company shall,  and shall cause its Subsidiaries to, provide
      to Purchaser,  within ten (10) days after the end of each month,  a status
      report as of the last day of the immediately preceding month describing in
      reasonable detail the work performed during such month by CCEC and/or West
      Park and including therein copies of all offering memoranda,  booklets and
      other offering  materials prepared by CCEC and/or West Park and/or Company
      and its Subsidiaries during such month."

1.5   By amending and restating Section 5.2(e) of the Purchase
Agreement as follows:

           "(e)  Indebtedness.  Company  shall  not and  shall  not  permit  any
      Subsidiary of Company to incur or suffer to exist any Indebtedness except:
      (i)  Indebtedness  existing on the date hereof and listed on Schedule  4.9
      and  refinancings  thereof  which do not  result  in the  occurrence  of a
      Default or Event of Default; provided that on or before December 27, 2000,
      Company  shall repay (and  permanently  reduce the existing line of credit
      from PNC Bank by) an amount of the PNC  Senior  Debt  equal to  $5,000,000
      (the "PNC Paydown"); (ii) Permitted Indebtedness;  (iii) at any time after
      the PNC Paydown, other Indebtedness,  provided that the incurrence of such
      Indebtedness,  together  with the  Indebtedness  referred to in clause (i)
      above,  shall not result in the occurrence of a breach of Section  5.1(h),
      or any other  Default  or Event of  Default  and at the time of  borrowing
      thereunder  no  Default or Event of Default  shall  have  occurred  and be
      continuing,  provided  further that the sum of (x) the PNC Senior Debt and
      (y) other  Indebtedness  incurred  pursuant to this clause (iii) shall not
      exceed in the  aggregate  $15,000,000  outstanding  at any  time;  or (iv)
      Indebtedness  owing by Company to any of its wholly-owned  Subsidiaries or
      by any of Company's  wholly-owned  Subsidiaries to any other  wholly-owned
      Subsidiaries  or Company.  For the  purposes of  measuring  compliance  of
      Company and its Subsidiaries  with Section 5.1(h) for the purposes of this
      Section  5.2(e),  (a) such  calculation  shall be performed on a pro forma
      basis, assuming that any additional Indebtedness was incurred on the first
      day  of  the  four  fiscal  quarter  period  ending  on  the  most  recent
      Calculation  Date  and (b) if  such  calculation  is  being  performed  in
      connection with the incurrence of Indebtedness  other than pursuant to the
      PNC Loan  Agreement,  Indebtedness  will be deemed to include at least the
      amount of the line of credit  available  to Company  from PNC Bank at such
      time."

1.6   By amending and restating Section 5.2(g) of the Purchase
Agreement as follows:

           "(g) Restricted Payments.  Company shall not and shall not permit any
      Subsidiary  of Company to make any  Restricted  Payments nor shall Company
      permit any  Subsidiaries  to make such  payments with respect to Company's
      Stock,  provided that  following the earlier to occur of September 1, 2001
      and repayment in full of the PNC Senior Debt,  Company may make  regularly
      scheduled dividend payments on its presently  outstanding  preferred stock
      (the  cash  amount  of such  dividend  payments  in  respect  of  Series C
      Convertible Preferred Stock not to exceed in the aggregate 7% per annum of
      the  stated  liquidation  value of such  Stock ),  provided  further  that
      Company shall not make any such Restricted  Payment if at the time of such
      payment  a  Default  or  Event  of  Default  shall  have  occurred  and be
      continuing or such payment would result in the  occurrence of a Default or
      Event of Default."

           By adding the following  language to the end of clause (i) of Section
      5.2(j) of the Purchase Agreement:  "or the Series D Preferred Stock, $.001
      par value, of Company".

Section 2.      WAIVER OF CERTAIN PROVISIONS.
                ----------------------------

(a)  Effective as of the Effective  Date,  GE Capital  hereby grants a waiver of
Company's and its Subsidiaries' non-compliance with:

(i) the payment covenant  contained in Section 2.6(a) of the Purchase  Agreement
solely as it relates to the late  payment of interest  payable on or before June
30, 2000; and

(ii) the  financial  covenants  contained  in  Section  5.1(h)  of the  Purchase
Agreement  and of the  Events of  Default  that would  otherwise  result  from a
violation  of those  sections,  solely for the period from April 1, 2000 to June
30, 2000.

(b) Company agrees that it will, and will cause its  Subsidiaries  to, hereafter
comply fully with the provisions  waived pursuant to this Section 2, as amended,
and all other provisions of the Purchase Agreement and the other Loan Documents,
which remain in full force and effect.

Section 3. CONDITIONS  PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT.  Except
as otherwise  expressly provided herein, this Amendment shall be effective as of
June 30, 2000 (such date is referred to herein as the  "Effective  Date")so long
as each of the following conditions shall have been satisfied or provided for in
a manner  satisfactory  to GE  Capital  or waived by GE  Capital  on or prior to
August 31, 2000:

(a) This  Amendment  shall have been fully executed and delivered by each of the
parties hereto.

(b) Each of the  Subsidiaries  of  Company  party  to the  Guaranty  shall  have
executed and delivered the consent included in the signature pages hereto.

(c) The Sixth  Amendment to Loan  Agreement and Amendment to Note among Company,
each of its Subsidiaries listed therein and PNC Bank, National Association ("PNC
Bank"),  shall have been executed and  delivered by each of the parties  thereto
(the "Sixth Amendment") in form and substance satisfactory to GE Capital.

(d) GE Capital shall have received  evidence  satisfactory  to GE Capital in its
sole  discretion  that  Rodney  H.  Thomas,  Thomas  Construction,  Inc.,  13397
Lakefront Drive, LLC and Investors Property Holdings, LLC have agreed to suspend
until  September  30,  2001 the  effectiveness  and  enforceability  of  certain
amendments and modifications to the Non-Competition Agreement,  Triple Net Lease
Agreement and Furniture and Fixture Lease  Agreements to which such entities are
parties, as applicable, and which were implemented on April 14, 2000.

(e)   Each of Brown Simpson Strategic Growth Fund, Ltd. and Brown
Simpson Strategic Growth Fund, L.P. shall have executed and
delivered a Waiver, Consent and Covenant in form and substance
satisfactory to GE Capital.

(f) Company  shall have  obtained,  and  delivered to GE Capital a copy of, each
consent required in connection with this Amendment and the Sixth Amendment.

Section 4.      EFFECT ON PURCHASE AGREEMENT.
                ----------------------------

(a) On and after the Effective Date, each reference in the Purchase Agreement to
"this Agreement",  "herein",  "hereof",  "hereunder" or words of similar import,
shall mean and be a reference to the Purchase Agreement as amended hereby.

(b) Except as specifically  amended above in connection  herewith,  the Purchase
Agreement  shall  remain in full  force and effect  and is hereby  ratified  and
confirmed.

(c) The  execution,  delivery and  effectiveness  of this  Amendment  shall not,
except as expressly provided herein,  operate as a waiver of any right, power or
remedy of GE Capital  under any of the Loan  Documents or constitute a waiver of
any provision of any of the Loan Documents.

Section 5.      GOVERNING LAW.  THIS AMENDMENT AND THE OBLIGATIONS
                -------------
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 6.      SECTION TITLES.  Section titles contained in this
                --------------
Amendment are and shall be without substantive meaning or content
of any kind whatsoever and are not a part of the agreement
between the parties hereto.

Section 7.      COUNTERPARTS.  This Amendment may be executed in
                ------------
any number of separate counterparts, each of which shall
collectively and separately constitute one agreement.

Section 8.      FURTHER ASSURANCES.  Company shall obtain, on or
                       -----------
prior to September 30, 2000, from each of Stephen A. Hoffmann,
Nelson E. Clemmens, Richard E. Bowlds and Douglas I. Maxwell,
III, a consent in the form included in signature pages hereto.
Company shall obtain as soon as practicable and deliver to
Purchaser a fully executed amendment to the registration rights
agreement of Brown Simpson Strategic Growth Fund, Ltd. and Brown
Simpson Strategic Growth Fund, L.P. pursuant to which such
entities shall waive for the period from August 7, 2000 to and
including May 31, 2001 the requirement that Company maintain an
effective registration statement on Form S-1 for such entities.



<PAGE>


                IN WITNESS WHEREOF,  this Amendment has been duly executed as of
      the date first written above.


                     THERMOVIEW INDUSTRIES, INC.



                     By:
                        Charles L. Smith, President


                     GE CAPITAL EQUITY INVESTMENTS, INC.



                     By:
                        Duly Authorized signatory


<PAGE>



                            CONSENT OF THE GUARANTORS

                The Subsidiaries of Company hereby (i) acknowledge  receipt of a
      copy of this  Amendment  and (ii)  agree  that the  terms  and  provisions
      thereof shall not affect in any way the  obligations  and  liabilities  of
      such  Subsidiaries  under the Guaranty or any of the other Loan Documents,
      all of which  obligations and  liabilities  shall remain in full force and
      effect and each of which are hereby reaffirmed.

                     AMERICAN HOME DEVELOPERS CO., INC., a
                             California corporation


                     By:  _________________________________
                         Charles L. Smith, President


                     FIVE STAR BUILDERS, INC., a California
                     corporation, successor in interest to
                            American Home Remodeling


                     By:  _________________________________
                         Charles L. Smith, President


                     KEY HOME CREDIT, INC.,  a Delaware corporation


                     By:  _________________________________
                         Charles L. Smith, President


                     KEY HOME MORTGAGE, INC., a Delaware
                     corporation


                     By:  _________________________________
                         Charles L. Smith, President


                     LEINGANG SIDING AND WINDOW, INC., a North
                           Dakota business corporation


                     By:  _________________________________
                         Charles L. Smith, President


                     PRIMAX WINDOW CO., a Kentucky corporation


                     By:  _________________________________
                         Charles L. Smith, President


                     PRECISION WINDOW MFG., INC., a Missouri
                     corporation


                     By:  _________________________________
                         Charles L. Smith, President


                     ROLOX, INC. a Kansas corporation


                     By:  _________________________________
                         Charles L. Smith, President


                     TD WINDOWS, INC. a Kentucky corporation


                     By:  _________________________________
                         Charles L. Smith, President


                     THERMAL LINE WINDOWS, INC. a North Dakota
                     corporation, formerly known as Ice Inc.,
                     successor in interest to Blizzard
                     Enterprises, Inc. and Thermal Line Windows,
                     LLP


                     By:  _________________________________
                         Charles L. Smith, President


                     THERMOVIEW OF MISSOURI, INC., a Missouri
                     corporation


                     By:  _________________________________
                         Charles L. Smith, President


                     THERMO-TILT WINDOW COMPANY, a Delaware
                     corporation


                     By:  _________________________________
                         Charles L. Smith, President


                     THOMAS CONSTRUCTION, INC., a Missouri
                     corporation


                     By:  _________________________________
                         Charles L. Smith, President




<PAGE>


                     THERMO-SHIELD OF AMERICA (ARIZONA), INC., an
                               Arizona corporation


                     By:  _________________________________
                         Charles L. Smith, President


                     THERMO-SHIELD OF AMERICA (MICHIGAN), INC., a
                              Michigan corporation


                     By:  _________________________________
                         Charles L. Smith, President


                     THERMO-SHIELD COMPANY, LLC, an Illinois
                     limited liability company


                     By:  _________________________________
                         Charles L. Smith, Manager and President


                     THERMO-SHIELD OF AMERICA(WISCONSIN), LLC, a
                     Wisconsin limited liability company


                     By:  _________________________________
                         Charles L. Smith, Manager and President


                     THERMOVIEW ADVERTISING GROUP, INC., a
                              Delaware corporation


                     By:  _________________________________
                           Charles L. Smith, President


                     PNC BANK, NATIONAL ASSOCIATION, a national
                     banking association


                     By:  _________________________________
                     Gregory M. Carroll, Vice President


<PAGE>


                 CONSENT OF INDIVIDUAL GUARANTORS

      The individual guarantors named below (the "Individual Guarantors") hereby
(i) acknowledge receipt of a copy of the Amendment and (ii) agree that the terms
and  provisions  thereof  shall  not  affect  in any way the  agreements  of the
Individual Guarantors contained in that certain Consent of Individual Guarantors
to Amendment  No. 2 and Waiver,  dated as of April 14, 2000,  between GE Capital
and Company,  all of which  agreements shall remain in full force and effect and
each of which are hereby reaffirmed.



                          ---------------------------------
                          Stephen A. Hoffmann



                          ---------------------------------
                               Nelson E. Clemmens



                          ---------------------------------
                                Richard E. Bowlds



                          ---------------------------------
                          Douglas I. Maxwell, III

<PAGE>


                                10.3



November 9, 2000



Mr. Jim Simpson
Mr. Peter Greene
Brown Simpson Strategic Growth Fund. Ltd.
Brown Simpson Strategic Growth Fund, L.P.
152 West 57th Street, 40th Floor
New York, New York 10019

      Re:  Consent  to  Amendment  of  Series  C   Certificate   of
           Designation, et al. of ThermoView Industries, Inc.

Dear Messrs. Simpson and Greene:

      As you are aware, ThermoView Industries, Inc. (the "Company") is currently
negotiating  an extension and waiver of default of its revolving  line of credit
(the "Line of Credit Extension and Waiver") with PNC Bank, National Association,
a national banking  association,  ("PNC"). As a condition of that Line of Credit
Extension and Waiver,  PNC is requiring the Company to obtain your  agreement to
accept  dividends  in the form of 100% common  stock and  suspend  your right to
certain  redemption rights until the earlier of September 30, 2001 or payment in
full of PNC Bank's  indebtedness,  at which time the terms and  conditions  will
revert to the terms which exist immediately prior to this agreement.

      PNC has  placed  an  additional  requirement  for  ThermoView  to  provide
executed agreements from our respective creditors no later than August 31, 2000.
In this regard,  the  following  attachments  represent  the  amendments  to the
respective documents until formal documentation has been obtained:

A.    Amendment of Section 2(a) of the Certificate of Designation
      of Convertible Preferred Stock series C of ThermoView
      Industries, Inc.; and

B.    Amendment of Section 2(a) and (d) of the Registration Rights
      Agreement.

      By your signature below, you hereby expressly agree as set forth above.

Sincerely,

THERMOVIEW INDUSTRIES, INC.



Charlton C. Hundley
General Counsel



ACKNOWLEDGED AND AGREED TO:


Brown Simpson Strategic             Brown Simpson Strategic
Growth Fund, LTD.                   Growth Fund, L.P.

By:                                 By:
    ---------------------------

Name:                               Name:
      -------------------------

Title:                                    Title:
       -----------------------------


<PAGE>


                                 ATTACHMENT "A"

         Amendment of Section 2(a) of the Certificate of Designation of
       Convertible Preferred Stock Series C of ThermoView Industries, Inc.


2.    Dividends

      (a) Holders of Preferred Stock shall be entitled to receive,  out of funds
legally available therefor,  and the Company shall pay, cumulative  dividends at
the rate per share (as a percentage of the Liquidation Value per share) equal to
0.8% per month,  payable  quarterly,  commencing  on May 1, 1999.  Each dividend
payable  after April 1, 2000 through and  including  September  30, 2001 will be
comprised  of 100% Common  Stock (as defined in Section 8), the number of shares
of which shall be equal to the  quotient  obtained  by dividing  (a) 100% of the
cash  amount of the  total  dividend  payable  to such  Holder on such  dividend
payment date by (b) the Average Per Share  Market  Value.  As used  herein,  the
"Average Per Share Market Value" means the average of the Per Share Market Value
for the five Trading Days prior to such dividend payment date.  Dividends on the
Series C Preferred  Stock shall be  calculated  on the basis of a 360-day  year,
shall  accrue daily  commencing  on the  Issuance  Date,  and shall be deemed to
accrue from such date and be  cumulative  whether or not earned or declared  and
whether or not there are profits,  surplus or other funds of the Company legally
available  for the payment of  dividends.  Accrued and unpaid  dividends  of the
Preferred  Stock for any shares which are being  converted  shall be paid on the
date on which such Preferred  Stock is converted.  Except as otherwise  provided
herein,  if at any time the Company pays less than the total amount of dividends
then  accrued  on  account  of  the  Preferred  Stock,  such  payment  shall  be
distributed  ratably  among the Holders  based upon the number of shares held by
each Holder.


<PAGE>

                                 ATTACHMENT "B"

          Amendment of Section 2 of the Registration Rights Agreement.*

Registration Requirements

   (a) On or prior to the Filing Date,  the Company  shall prepare and file with
   the   Commission  a  Registration   Statement   (the  "Initial   Registration
   Statement")  which  shall  cover  all  Registrable  Securities.  The  Initial
   Registration  Statement  shall  be on Form  S-1 or any  successor  form.  The
   Company  shall (i) not  permit  any  securities  other  than the  Registrable
   Securities to be included in the Initial Registration  Statement and (ii) use
   its best efforts to cause the Initial  Registration  Statement to be declared
   effective  under the  Securities Act as promptly as possible after the filing
   thereof,  but in any event on or prior to the Effectiveness Date, and to keep
   such  Initial  Registration   Statement   continuously  effective  under  the
   Securities  Act until the date which is four  years  after the date that such
   Initial Registration Statement is declared effective by the Commission,  with
   the  exception of the period of August 7, 2000 through and  including May 31,
   2001, or such earlier date when all  Registrable  Securities  covered by such
   Initial  Registration  Statement have been sold or may be sold without volume
   restrictions  pursuant  to Rule 144 as  determined  by counsel to the Company
   pursuant  to a written  opinion  letter,  addressed  to the  Holders  and the
   Company's  transfer agent to such effect (the  "Effectiveness  Period").  The
   number  of  shares  of  Common  Stock  initially   included  in  the  Initial
   Registration Statement shall be no less than 150% of the sum of the number of
   Securities  and  Warrants  that  are then  issuable  upon  conversion  of the
   Securities  (based on the Conversion  Price (as defined in the Securities) as
   would  then be in effect  at such  time) and the  exercise  of the  Warrants,
   without  regard to any  limitation on the  Investor's  ability to convert the
   Securities or exercise the Warrants.

   (d) If (i) the Initial  Registration  Statement  covering all the  applicable
   Registrable  Securities  and required to be filed by the Company  pursuant to
   this  Agreement is not (A) filed with the  Commission on or before the Filing
   Date or (B) declared  effective by the Commission on or before the applicable
   Effectiveness Date, (ii) on any day after the Registration Statement has been
   declared  effective  by the  Commission  (A)  sales  of all  the  Registrable
   Securities required to be included in a Registration Statement cannot be made
   pursuant  to  the  Registration  Statement  (including,  without  limitation,
   because  of a  failure  to keep  the  Registration  Statement  effective,  to
   disclose  such  information  as is necessary for sales to be made pursuant to
   the Registration Statement, or to register sufficient shares of Common Stock,
   but excluding any periods during which the Registrable  Securities  cannot be
   sold due to any update or amendment of the Registration Statement pursuant to
   Section  3(b)  hereof,  provided  that such period  shall not exceed ten (10)
   Business  Days)  or (B) the  Common  Stock  is not  listed  or  included  for
   quotation on the OTCBB, the National Market System of the Nasdaq Stock Market
   ("Nasdaq"),  the New York  Stock  Exchange  ("NYSE")  or the  American  Stock
   Exchange  (the  "AMEX")  after being so listed or included  for  quotation or
   (iii) the  Company  shall  otherwise  fail to file a  Registration  Statement
   required by Section 2(a) hereof,  (each such event specified in (i), (ii) and
   (iii) above,  an  "Event"),  then,  as partial  relief for the damages to any
   Holder by reason of any such delay in or reduction of its ability to sell the
   Registrable  Securities  (which  remedy  shall not be  exclusive of any other
   remedies available at law or in equity), the Company shall pay to each Holder
   an amount in cash (a "Registration  Delay Payment") equal to two percent (2%)
   of the  product of (y) the number of  Securities  held by such Holder and (z)
   $1,000,  multiplied  by the sum of:  (i) the number of months  (prorated  for
   partial months) after the end of the Effectiveness Date and prior to the date
   the Registration Statement is declared effective by the Commission, provided,
   however,  that there shall be excluded  from such period any delays which are
   solely attributable to changes required by the Purchasers in the Registration
   Statement with respect to information  relating to the Purchasers,  or to the
   failure  of the  Purchasers  to  conduct  their  review  of the  Registration
   Statement  pursuant to Section 3(a), or any black-out  period  relating to an
   update or amendment of the Registration  Statement;  provided,  further, that
   with respect to Section 2(d)(i)(B) hereof,  there shall be excluded from such
   period any delays which are solely  attributable to the Commission during the
   150-day period  following the Filing Date, so long as the Company responds as
   promptly as  practicable,  but in no event later than fifteen  (15)  Business
   Days, to any comments received from the Commission; (ii) the number of months
   (prorated  for  partial  months)  that sales  cannot be made  pursuant to the
   Registration  Statement  after the  Registration  Statement has been declared
   effective (including, without limitation, when sales cannot be made by reason
   of the Company's  failure to properly  supplement or amend the  Prospectus in
   accordance with the terms of this Agreement, or otherwise, but excluding, (a)
   when such sales cannot be made solely by reason of any act or omission solely
   attributable to the Purchasers,  and (b) delays which occur during the period
   beginning  August 7, 2000 and ending May 31,  2001 ); and (iii) the number of
   months  (prorated for partial  months) that the Common Stock is not listed or
   included  for  quotation on the OTCBB,  Nasdaq,  NYSE or AMEX or that trading
   thereon  is  halted  after  the  Registration  Statement  has  been  declared
   effective.  The Company shall pay any required Registration Delay Payments to
   each Holder in cash on the last  Business  Day of each month  during which an
   Event has occurred and is continuing.  In the event the Company fails to make
   a  Registration  Delay Payment  within fifteen (15) Business Days of the date
   such Registration Delay Payment is due, such Registration Delay Payment shall
   bear  interest at the rate of 2.0% per month  (prorated  for partial  months)
   until paid in full.  Notwithstanding the foregoing, the required Registration
   Delay  Payments  resulting  from delays during the period  beginning July 21,
   2000 and ending  August 7, 2000,  as  reduced  by the ten (10)  business  day
   exclusion  set forth in (b)(ii)(A)  above,  shall be payable in Common Stock,
   the  number of shares of which  shall be equal to the  quotient  obtained  by
   dividing (a) 100% of the cash amount of the total Registration Delay Payments
   payable to such  Holder on such  payment  date by (b) the  Average  Per Share
   Market Value. As used herein,  the "Average Per Share Market Value" means the
   average of the Per Share Market Value for the five Trading Days prior to such
   payment date.

* Amended language italicized.

<PAGE>

                                      10.4

                            CLIENT SERVICE AGREEMENT

THIS  AGREEMENT  is made and entered into this 4th day of March,  2000,  between
CONTINENTAL  CAPITAL & EQUITY  CORPORATION,  located at 195 Wekiva Springs Road,
Suite 200, Longwood, FL 32779, (hereinafter referred to as CCEC") and THERMOVIEW
INDUSTRIES,  INC.,  located  at  1101  Herr  Lane,  Louisville,  Kentucky  40222
(hereinafter referred to as the "Company").

WITNESSETH:
   WHEREAS,  CCEC is a financial relations and direct marketing advertising firm
specializing  in  the   dissemination  of  information   about  publicly  traded
companies, and
   WHEREAS,  the Company is publicly  held with its common stock trading on the
AMEX Exchange, and
   WHEREAS, the Company desires to publicize itself with the intention of making
its name and business better known to shareholders, investors, brokerage houses,
institutional investors, analysts and other industry professionals, and
   WHEREAS, CCEC is willing to accept the Company as a client.

NOW THEREFORE,  inconsideration of the mutual covenants herein contained,  it is
agreed:

1.  ENGAGEMENT:  The Company  hereby  engages CCEC to  publicize  the Company to
brokers,  prospective  investors,   institutional  investors,   analysts,  other
industry   professionals  and  shareholders  described  in  Section  2  of  this
Agreement, and subject to the further provisions of this Agreement.  CCEC hereby
accepts  the  Company as a client and agrees to  publicize  it as  described  in
Section 2 of this  Agreement,  but  subject to the  further  provisions  of this
Agreement.

2. MARKETING PROGRAM: Consists of the following components:
     (A) CCEC will review and analyze various aspects of the Company's goals and
make recommendations on feasibility and achievement of desired goals.
     (B) CCEC will review all of the general information and recent filings from
the Company and produce up to a 100,000  piece direct mail package to include an
11" x 17" self-mailer  and an ample number of corporate  profiles so as to allow
for one profile for each  respondent to the original  mailing,  both items to be
approved by the Company prior to circulation.
     (C) CCEC will provide exposure to its network of firms and brokers that may
be  interested  in  participating  with the Company and schedule and conduct the
necessary due diligence  and obtain the required  approvals  necessary for those
firms to participate.  CCEC will also interview and make  determinations  on any
firms or brokers referred by the Company with regard to their participation.
     (D) At the  Company's  request,  CCEC will be  available  to the Company to
field any calls from firms and brokers inquiring about the company.
     (E) CCEC will use its best efforts to obtain the Company  exposure on radio
programming,  in independent financial newsletters,  and through on-line fax and
Internet broadcast services
     (F) CCEC will promote the Company on the Worldwide Internet via CCEC's home
web site  (www.insidewallstreet.com).  Further, CCEC shall create banner ads for
placement on financial web sites with hyperlinks  back to the Company's  feature
page on CCEC's home web site. The banner ads shall run for two (2) months.
     (G) At the  Company's  request,  CCEC shall  write,  produce and assist the
Company  in  releasing  all press  announcements.  The  Company  shall be solely
responsible for paying all fees associated  with the actual  release(s)  through
BusinessWire, P.R. Newswire, or any other comparable news dissemination source.
     (H) CCEC will create,  build and continually  enhance a fax database of all
brokers,  investors,  analysts and media contacts who have expressed an interest
in receiving on-going  information on the Company.  CCEC will assist the Company
in  setting up an account  with a fax  broadcasting  agency to manage the actual
broadcasting  in the  event  Company  does not have  this  capability  in-house.
Further,  CCEC will, at its election,  mass-fax broadcast select releases to its
network of U.S.  stockbrokers,  analysts and institutional  investors.
     (I) CCEC will  obtain  express  written  approval  from the  Company on all
material produced by CCEC prior to disseminating the information to the public.

3. TIME OF  PERFORMANCE:  Services to be performed  under this Agreement  shall
commence upon  execution of this  Agreement and shall  continue for a period of
twelve (12) months.

4. COMPENSATION AND EXPENSES:  In consideration of the services to be performed
by CCEC, the Company agrees to pay compensation to CCEC as follows:
     (A) One hundred fifty thousand dollars ($150,000.00),  payable in cash plus
forty-five  thousand  restricted  common shares which shall be delivered to CCEC
within five working days of the date of execution of this Agreement and shall be
subject to the registration rights as defined in Section 4(B) herein; plus
     (B) An option to purchase  200,000 shares of the Company's  common stock as
follows:  fifty  thousand  (50,000)  shares at a per share price of four dollars
($4.00),  fifty  thousand  (50,000)  shares at a per share price of five dollars
($5.00), fifty thousand (50,000) shares at a per share price of six ($6.00); and
fifty thousand (50,000) shares at a per share price of seven dollars ($7.00).

The  option  shall  expire 24  months  from the day the  Registration  Statement
registering  the  underlying  shares of the option is deemed  effective.  If the
Company at any time  proposes to register  any of its voting  equity  securities
under the Securities Act of 1933, as amended (the "Securities  Act") (other than
a registration  (i) on Form S-8 or S-4 or any successor or similar  forms,  (ii)
relating to equity  securities  issuable upon exercise of employee stock options
or in connection with any employee benefit or similar plan of the Company, (iii)
in  connection  with a direct or  indirect  acquisition  by the Company or other
company or business or any other transaction  described in Rule 145(a) under the
Securities Act, or (iv) a registration on any  registration  form which does not
permit secondary sales or does not include substantially the same information as
would be required to be included in a registration  statement  covering the sale
of the  Company's  common  stock  subject  to the  restricted  shares and option
granted to CCEC (the  "Registrable  Securities"),  whether  for sale for its own
account or for the account of other  security  holders,  in a manner which would
permit  registration of Registrable  Securities for sale to the public under the
Securities Act, it will each such time give prompt written notice to CCEC of the
Registrable  Securities  of its  intention to so do. Any such notice shall offer
CCEC the opportunity to request to include in such  registration  statement such
number of Registrable Securities as CCEC may request.

5. REPRESENTATIONS  AND WARRANTIES OF THE COMPANY:  The Company  represents and
   warrants to CCEC, each such  representation  and warranty being deemed to be
   material that:
     (A) The Company will cooperate fully and timely with CCEC to enable CCEC to
perform its obligations under this Agreement.
     (B) The execution and performance of this Agreement by the Company has been
duly  authorized  by the Board of  Directors of the Company in  accordance  with
applicable  law,  and,  to the  extent  required  by  the  requisite  number  of
shareholders of the Company;
     (C) The  performance  by the Company of this Agreement will not violate any
applicable court decree,  law or regulation,  nor will it violate any provisions
of the organizational  documents of the Company or any contractual obligation by
which the Company may be bound.
     (D) The Company will  prom0ptly  deliver to CCEC a complete  due  diligence
package to include  latest 10K, 10Q,  last six (6) months of press  releases and
all other relevant  materials,  including but not limited to corporate  reports,
brochures, etc.
     (E) The Company will promptly deliver to CCEC a list of names and addresses
of all shareholders of the Company of which it is aware.
     (F) The Company will promptly  deliver to CCEC a list of brokers and market
makers of the Company's securities which have been following the Company.
     (G)  Because  CCEC will rely on such  information  to be supplied it by the
Company,  all such  information  shall not contain any  misstatement of material
facts.
     (H) The Company will act  diligently  and  promptly in reviewing  materials
submitted to it by CCEC to enhance timely distribution of the materials and will
inform  CCEC  of any  inaccuracies  contained  therein  prior  to the  projected
publication date.

6. DISCLAIMER  BY  CCEC:  CCEC  WILL  BE THE  PREPARER  OF  CERTAIN  PROMOTIONAL
   MATERILS.  CCEC MAKES NO  REPRESENTATION  THAT (A) ITS SERVICE WILL RESULT IN
   ANY ENHANCEMETN TO THE COMPANY (B) THE PRICE OF THE COMPANY'S PUBLICLY TRADED
   SECURITIES  WILL  INCREASE,  (C) ANY PERSON WILL  PURCHASE  SECURITIES IN THE
   COMPANY,  OR (D) ANY  INVESTOR  WILL  LEND  MONEY TO OR INVEST IN OR WITH THE
   COMPANY.

7. EARLY  TERMINATION:  If the Company fails to cooperate with CCEC, or fails to
   made  timely  payment  of the  compensation  set  forth in  Section 4 of this
   Agreement,  CCEC shall have the right to  terminate  any further  performance
   under this Agreement. In such event all compensation shall become immediately
   due and payable and/or deliverable, and CCEC shall be entitled to receive and
   retain the same as liquidated  damages,  and not as a penalty, in lieu of all
   other remedies,  the parties  acknowledging and agreeing that it would be too
   difficult  currently to determine the exact extent of CCEC's damage, but that
   the receipt and retention of such compensation is reasonable present estimate
   of such damage.

8. LIMITATION  OF CCEC  LIABILITY:  CCEC  WILL NOT BE  LIABLE  FOR ANY  INDIRECT
   SPECIAL OR CONSEQUENTIAL  DAMAGES OR FOR ANY CLAIM AGAINST THE COMPANY BY ANY
   PERSON OR ENTITY ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMETN, UNLESS
   SUCH DAMAGES RESULT FROM THE USE BY CCEC OF INFORMATION NOT AUTHORIZED BY THE
   COMPANY OR THE FAILURE BY CCEC TO DISCLOSE MATERIAL  INFORMATION  PROVIDED BY
   THE COMPANY.

9. OWNERSHIP OF MATERIALS:  All right, title and interest in and to materials to
   be produced by CCEC in connection  with the contract and other services to be
   rendered  under this  Agreement  shall be and  remain the sole and  exclusive
   property of CCEC,  except that if the Company  performs  fully and timely its
   obligation  hereunder,  it shall be entitled to receive upon written request,
   one hundred (100) copies of all such materials.

10.CONFIDENTIALITY:  Until such time as the same may become publicly known, CCEC
   agrees that any information of a confidential  nature will not be revealed or
   disclosed  to any  person  or  entity,  except  in the  performance  of  this
   Agreement,  and upon  completion of its services and upon written  request of
   the Company all materials and original  documentation provided by the Company
   will  be  returned  to  it.  CCEC  will,  however,   require  Confidentiality
   Agreements  from its own  employees  and  from  contracto5s  CCEC  reasonably
   believes will come in contact with confidential material.

11.NOTICES:  All  notices  hereunder  shall be in writing and  addressed  to the
   party at the  address  herein  set  forth  and  shall  be  given by  personal
   delivery,  by certified mail,  express mail or by national  overnight courier
   services. Notices will be deemed given upon the earlier of the actual receipt
   or three (3)  business  days after being  mailed or delivered to such courier
   service.  Any notices to be given  hereunder will be effective if executed by
   and  sent by the  attorneys  for  the  parties  giving  such  notice,  and in
   connection  herewith the parties and their  respective  counsel agree taht in
   giving such notice such counsel may communicate directly in writing with such
   parties to the extent necessary to give such notice.

12.SEPARABILITY:  If one or more of the  provision  of this  Agreement  shall be
   held invalid,  illegal, or unenforceable in any respect,  such provision,  to
   the  extent  invalid,  illegal,  or  unenforceable,  and  provided  that such
   provision is not essential to the transaction provided for by this Agreement,
   shall not affect  any other  provision  hereof,  and the  Agreement  shall be
   construed as if such provision had never been contained herein.

13.ARBITRATION:  Any  controversy  or claim  arising  out of or  relating to the
   Client  Service  Agreement,  or the  breach  thereof,  shall  be  settled  by
   arbitration  in  accordance  with  the  commercial  arbitration  rules of the
   American  Arbitration  Association and convened in the  Louisville,  Kentucky
   area,  and  judgement  upon the award  rendered by the  arbitrator(s)  may be
   entered in any court having jurisdiction thereof.

14.   MISCELLANEOUS:
     (A) GOVERNING  LAW:  This  Agreement  shall be governed by and  interpreted
under the laws of the Commonwealth of Kentucky.
     (B) CURRENCY: In all instances, references to dollars shall be deemed to be
United States Dollars.
     (C) MULTIPLE/FAXED COUNTERPARTS: This Agreement may be executed in multiple
counterparts,  and by fax  transmission,  each  of  which  shall  be  deemed  an
original.

Executed as a sealed instrument as of the last day and year shown hereunder.

CONFIRMED AND AGREED ON THE ______ DAY OF ________________, 2000

CONTINENTAL CAPITAL & EQUITY CORPORATION

By: ___________________________________    __________________________________
        CCEC Representative                    CCEC Officer

---------------------------------------   -----------------------------------
Witness                             Witness


CONFIRMED AND AGREED ON THE _______ DAY OF _____________________, 2000

THERMOVIEW INDUSTRIES, INC.

By: ___________________________________    __________________________________
           Duly Authorized              Witness



<PAGE>

                                      10.5


                                AGENT AGREEMENT

This Agent  Agreement is made and entered into this 24th day of August,  1999 by
and  between  CONTINENTAL  CAPITAL & EQUITY  CORPORATION,  located at 195 Wekiva
Springs Road, Suite 200, Longwood, FL 32779, hereinafter referred to as CCEC and
THERMOVIEW  INDUSTRIES,  INC., located at 1103 Herr Lane,  Louisville,  Kentucky
40222, hereinafter referred to as THV.

RECITALS
Whereas,  THV is a publicly held corporation and desires to engage CCEC as agent
for  the  purpose  of  introducing  merger/acquisition  candidates,  identifying
sources of capital and/or providing other financial services, and

Whereas,  CCEC possesses certain skills,  knowledge,  abilities and considerable
contacts throughout the financial industry, and

Whereas,  CCEC desires to assist THV with  introduction to sources,  as outlined
above.

Now,  therefore,  in  consideration  of the covenants and  conditions  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties do hereby agree as follows:


ARTICLE I

EFFECTIVE TERM OF AGREEMENT
1.1 This  Agent  Agreement  shall  begin on the date  shown and  shall  continue
without  expiration  unless  terminated  pursuant  to  the  provisions  of  this
Agreement.


ARTICLE II

EXCLUSIVITY AND NON-CIRCUMVENTION
2.1   Exclusivity.   During  the   effective   term  of  the  Agent
Agreement, CCEC shall be engaged by THV on a non-exclusive basis.

2.2 Non-Circumvention. Each party to this Agreement shall keep the existence and
the terms of this Agreement strictly  confidential.  Furthermore,  THV shall not
attempt to contact any third party initially introduced by CCEC with the express
purpose of circumventing  CCEC's  participation  in any transaction  pursuant to
this Agreement.


ARTICLE III

CCEC PERFORMANCE OBLIGATIONS
Upon execution of the Agent Agreement by both parties, CCEC agrees to employ its
best efforts to perform the following:

3.1 To introduce  sources,  as outlined above, to THV, and assist in the closing
of such transactions.

3.2 THV must approve in advance, in writing, any and all matters relating to, or
otherwise  affecting  THV and/or  its  business,  and for any such  matter to be
effective  against,  or otherwise  bind THV. CCEC shall use every effort to make
such parties aware, that no agreement, promise, understanding, representation or
inducement  shall be effective  against,  or otherwise  bind THV unless or until
such is approved in advance in a written agreement signed by THV.


ARTICLE IV

THV PERFORMANCE OBLIGATIONS
THV agrees to pay CCEC upon  closing  of any  transaction  associated  with this
agreement as follows:

4.1  Funding:  CCEC shall be  entitled  to receive on the closing of any funding
transaction, a cash finder's fee of 3% of total gross proceeds received by THV.

4.2  Merger/Acquisition  Consulting:  CCEC shall be  entitled  to receive on the
closing of any  merger/acquisition  transaction related to introductions made by
CCEC a finder's fee of 3% of the total gross value of the transaction payable in
either cash and/or free trading shares of the surviving company.

NO POWER OF AGENCY
5.1 No power of Agency.  Neither  party  shall have the power to bind the other,
nor shall any act by either party be immutable for any purpose to the other.

ARTICLE VI
ENTIRE AGREEMENT
6.1 Entire Agreement.  Other than any current and/or future  agreement(s) by and
between the parties  (which any said  agreement(s)  shall continue in full force
and effect  independent of this Agreement),  this Agent Agreement sets forth the
agreement and  understanding  of the parties  hereto.  No other  representation,
promise or  inducement  has been made by any party that is not  embodied in this
Agreement,   and  no  party  shall  be  bound  by  or  liable  for  any  alleged
representation, promise of inducement no so set forth.

ARTICLE VII
MODIFICATION
7.1 Modification.  This Agent Agreement may be modified or added to from time to
time, at the will of the parties,  provided that all subsequent modifications or
additions  must be in writing  and  executed  by the  parties,  nothing the date
thereof.  No modifications or additions  bearing a date earlier than the last of
the dates of execution below shall be valid.  All future  modifications,  to the
extent that they conflict with the provisions  contained herein, shall be deemed
as superceding the conflicting provisions set out herein.

ARTICLE VIII
ASSIGNMENT AND SUCCESSION
8.1 Assign  ability.  CCEC may  assign  any part of its rights  under this Agent
Agreement  with prior  approval of THV and CCEC shall have the right to delegate
its duties under this Agent Agreement with the prior consent of THV.

8.2  Successors.  This Agent  Agreement shall be binding upon and shall inure to
the  benefit of the parties  hereto and their  respective  successors  and their
assigns.

ARTICLE IX
INVALID PROVISION
9.1 Invalid Provision. In the event that any one or more provisions of the Agent
Agreement  shall  for  any  reason  be  duly  held  to be  invalid,  illegal  or
unenforceable,  such invalidity, illegality or unenforceability shall not effect
any other provision of the Agent Agreement.

ARTICLE X
COUNTERPARTS
10.1 Counterparts. This Agent Agreement may be executed in counterparts, and any
number of  counterparts  signed in the  agreement  by the parties  hereto  shall
constitute a single original instrument.

ARTICLE XI
HEADINGS
11.1  Headings.  The  headings  herein are for  reference  only and
shall not affect the construction of t6his Agent Agreement.

ARTICLE XII
ARBITRATION
12.1  Arbitration.  Any  controversy  or claim arising out of or relating to the
Agent  Agreement,  or the breach  thereof,  shall be settled by  arbitration  in
accordance  with the commercial  arbitration  rules of the American  Arbitration
Association,  and judgment upon the award rendered by the  arbitrator(s)  may be
entered in any court having jurisdiction thereof, Seminole County, Florida shall
be the site for any arbitration proceedings.

ARTICLE XIII
COLLECTIONS
13.1 Collections. Should either party incur any expenses in enforcing provisions
of the agreement, or in collecting any debt which may arise from this agreement,
the other party shall be obligated to  reimburse  said party for all  reasonable
costs and expenses incorrect.

ARTICLE VIX
GOVERNING LAW
14.1 Governing Law. The existence, validity, construction,  operation and effect
of this Agent  Agreement  shall be determined in accordance with and governed by
the laws of the  State of  Florida,  United  States  of  America.  Venue for all
litigation shall be Seminole County, Florida.

In witness thereof, the parties, have carefully considered each provision of the
Agent  Agreement,  note their approval and  acceptance  hereof by executing this
Agent  Agreement  shall become  effective,  and the term of the Agent  Agreement
shall begin on the last day of execution hereunder.

CONFIRMED AND AGREED ON THE ____ DAY OF ____________, 2000

CONTINENTAL CAPITAL & EQUITY CORPORATION



By: ____________________________          _______________________________
      CCEC Representative                      CCEC OFFICER


-------------------------------           ------------------------------
Witness                                   Witness


CONFIRMED AND AGREED ON THE ______ DAY OF _____________, 2000


THERMOVIEW INDUSTRIES, INC.


By: ____________________________           ------------------------------
       Witness                                 Witness




<PAGE>

                                      10.6

                        RELEASE AND SETTLEMENT AGREEMENT

     This Release and Settlement  Agreement  ("Agreement")  is entered into this
15th day of September,  2000 between Joseph Charles & Assoc., Inc. ("Releasor"),
and ThermoView  Industries,  Inc., a Delaware  corporation  ("ThermoView"),  and
Rodney H. Thomas and Alvin W. Leingang (collectively the "Individuals").

                                    Premises

     1. Joseph Charles & Assoc., Inc., ThermoView and Individuals are parties to
a "Underwriting  Agreement",  dated on or about December 1, 1999, and a "Lock-Up
Agreement" of various  dates in which a dispute has arisen  regarding the breach
of performance by ThermoView and the Individuals ("Dispute").

      2. The parties desire to settle,  fully and finally, the claims and causes
of action  asserted or which could have been asserted by the Releasor  resulting
from the Dispute.

      Now, therefore,  in consideration of these premises and the agreements set
forth herein, the parties agree as follows:

1.  Release.  Joseph  Charles & Assoc.,  Inc.,  effective  upon the receipt of a
validly  authorized and executed stock purchase warrant providing Joseph Charles
& Assoc.,  Inc. the right to purchase 200,000 shares of ThermoView  common stock
at a price of $12.00 for a period of twenty four months  following  the issuance
thereof, do hereby for its successors and assigns,  release,  acquit and forever
discharge the  Individuals and ThermoView and its agents,  employees,  servants,
successors,  assigns and all other persons, firms,  corporations,  associations,
limited  liability  companies  or  partnerships  of and from any and all claims,
actions,  causes  of  action,  judgments,  debts,  contracts,  demands,  rights,
damages,  costs and expenses of whatsoever nature, kind or description which any
of the undersigned now have or which they may hereinafter  accrue as a result of
the Dispute.

2. No  Admission.  The  parties  understand  and agree  that this  Agreement  is
executed in  compromise of disputed  claims and that neither this  Agreement nor
the fact of compromise  constitutes an admission of any liability,  violation of
law or  wrongdoing  of any kind or nature  whatsoever  on the part of any of the
parties hereto.

3. Confidentiality.  The parties, including their agents, attorneys,  successors
and assigns,  shall not disclose,  in any way, the terms of this Agreement,  any
amounts offered during  negotiations for the settlement of this matter or any of
the terms of this settlement to any other persons or entities except as required
by law.

4. Entire Agreement. This Agreement contains the entire agreement of the parties
with respect to the subject  matter  hereof.  The parties  represent and certify
that they have carefully read and fully understand all provisions and effects of
this  Agreement,  that they have consulted with counsel or have had a reasonable
opportunity  to do so  regarding  this  Agreement,  that  they  are  voluntarily
entering  into this  Agreement  and that neither of the parties or their agents,
representatives or attorneys have made any promise or representation  other than
as expressly set forth in this Agreement. This Agreement may be modified only by
a written instrument signed by each of the parties hereto.

5.  Severability.  Should  any part,  term or  provision  of this  Agreement  be
declared or  determined  by any court to be illegal or invalid,  the validity of
the remaining parts,  terms or provisions shall not be affected thereby and said
illegal or invalid part,  term or provision  shall be deemed not to be a part of
this Agreement.


      IN WITNESS  WHEREOF,  the  parties,  intending to be legally  bound,  have
executed and delivered the foregoing Release and Settlement  Agreement as of the
date written above.

                                Joseph Charles & Assoc., Inc.

                               By: __________________________

                               Its: _________________________




                               Thermoview Industries, Inc.

                               By: __________________________

                               Its: __________________________



<PAGE>

                                      10.7


                        RELEASE AND SETTLEMENT AGREEMENT

     This Release and Settlement Agreement ("Agreement") is entered into this __
day of September,  2000 between WestPark Capital,  Inc., a Colorado corporation,
as a separate  entity and as the  successor  in interest to EBI Capital  Markets
(collectively referred as "WestPark" and/or "Releasor"),  ThermoView Industries,
Inc., a Delaware corporation  ("ThermoView"),  and Rodney H. Thomas and Alvin W.
Leingang ("Individuals").

                                    Premises

     1. WestPark and  ThermoView are parties to a Private  Placement  Engagement
Agreement  dated April 19,  2000,  in which a dispute has arisen  regarding  the
breach of performance by ThermoView ("PPM Dispute").

     2. EBI  Capital  Markets,  ThermoView  and  Individuals  are  parties to an
"Underwriting  Agreement",  dated on or about  December 1, 1999,  and a "Lock-Up
Agreement" of various dates, in which a dispute has arisen  regarding the breach
of  performance  by ThermoView  and the  Individuals,  and of which WestPark may
assert  damages as a consequence  of their  purchase of ThermoView  common stock
prior to the dispute ("Lock Up Dispute").

      3. The parties desire to settle,  fully and finally, the claims and causes
of action  asserted or which could have been asserted by the Releasor  resulting
from the PPM Dispute and the Lock Up Dispute.

      Now, therefore,  in consideration of these premises and the agreements set
forth herein, the parties agree as follows:

1. Release.  WestPark Capital,  Inc., on its behalf and as successor in interest
to EBI Capital  Markets,  effective  upon the receipt of the validly  authorized
financial  advisor agreement  providing,  among other items of compensation on a
performance  basis,  for the  non-refundable  payment  of $60,000 at the rate of
$5,000   per  month  for  twelve   consecutive   months,   and  other   valuable
consideration,  a copy of which is attached,  do hereby for its  successors  and
assigns,  release,  acquit and forever  discharge the Individuals and ThermoView
and its agents,  employees,  directors,  servants,  successors,  assigns and all
other persons, firms, corporations, associations, limited liability companies or
partnerships  of and  from  any and  all  claims,  actions,  causes  of  action,
judgments,  debts,  contracts,  demands,  rights, damages, costs and expenses of
whatsoever nature,  kind or description which any of the undersigned now have or
which they may hereinafter accrue as a result of the PPM Dispute and the Lock Up
Dispute.

2. No  Admission.  The  parties  understand  and agree  that this  Agreement  is
executed in  compromise of disputed  claims and that neither this  Agreement nor
the fact of compromise  constitutes an admission of any liability,  violation of
law or  wrongdoing  of any kind or nature  whatsoever  on the part of any of the
parties hereto.

3. Confidentiality.  The parties, including their agents, attorneys,  successors
and assigns,  shall not disclose,  in any way, the terms of this Agreement,  any
amounts offered during  negotiations for the settlement of this matter or any of
the terms of this settlement to any other persons or entities except as required
by law.

4. Entire Agreement. This Agreement contains the entire agreement of the parties
with respect to the subject  matter  hereof.  The parties  represent and certify
that they have carefully read and fully understand all provisions and effects of
this  Agreement,  that they have consulted with counsel or have had a reasonable
opportunity  to do so  regarding  this  Agreement,  that  they  are  voluntarily
entering  into this  Agreement  and that neither of the parties or their agents,
representatives or attorneys have made any promise or representation  other than
as expressly set forth in this Agreement. This Agreement may be modified only by
a written instrument signed by each of the parties hereto.

5.  Severability.  Should any part, term or provision of this Agreement be
declared or  determined  by any court to be illegal or invalid,  the validity of
the remaining parts,  terms or provisions shall not be affected thereby and said
illegal or invalid part,  term or provision  shall be deemed not to be a part of
this Agreement.


      IN WITNESS WHEREOF, the parties, being duly authorized and intending to be
legally bound,  have executed and delivered the foregoing Release and Settlement
Agreement as of the date written above.

                               "Releasor"
                                WestPark Capital, Inc.

                               By: __________________________

                               Its: _________________________


                               EBI Capital Markets

                               By: __________________________

                               Its: _________________________


                               ThermoView Industries, Inc.

                               By: __________________________

                               Its: __________________________


<PAGE>

                                      10.8



October 1, 2000



Mr. Larry Smith
Chief Operating Officer & President
THERMOVIEW INDUSTRIES, INC.
1011 Herr Lane
Louisville, KY 40222

Dear Mr. Smith:

 This letter (the "Agreement")  confirms that Thermoview  Industries,  Inc. (the
Company") has engaged  WestPark  Capital,  Inc.  ("WPC" or the "Advisor") as its
non-exclusive  financial  advisor with respect to certain business and financial
matters as set forth below.  This  agreement  supercedes  the Private  Placement
Engagement Agreement dated April 19, 2000.

1. Scope of Engagement - WPC will advise the Company on an  non-exclusive  basis
on financial  matters relating to the refinancing of the company or the possible
sale  of the  Company  by way of a sale of  stock,  sale of  assets,  merger  or
otherwise (the "Transaction"). WPC's services under this Agreement will include:
a) contacting  potential  acquirers and/or investors as agreed upon; c) advising
with respect to the structuring of the Transaction; and d) assisting the Company
in the negotiation of the financial aspects of the Transaction.

2. Term - The term (the "Term") of this Agreement  shall be  twenty-four  months
from the date of the Company's acceptance of this Agreement.

3. Company  Responsibilities  - The Company represents and warrants to WPC that,
to the  best of its  knowledge,  all  such  information  provided  to any  party
introduced  by WPC by the Company  will not contain  any untrue  statement  of a
material  fact  or omit to  state  a  material  fact.  The  Company  agrees  and
acknowledges  that WPC expects that any party introduced by WPC will conduct its
own due diligence and will not rely on the Advisor for such information.

4.  Compensation  - In  connection  with  the  engagement,  WPC will be paid the
following fees and expenses by the Company in the manner described below.

a)      The Company will pay to WPC a non-refundable  retainer fee in the amount
        of  $5,000  per month for the first  twelve  months.  The first  monthly
        retainer is due upon  acceptance  of this  Agreement  along with 340,000
        warrants  with an exercise  price of $12. If any portion of the retainer
        is not paid within the 12 month  period of the  signing of this  letter,
        then the exercise price will be reduced to $3.

b)      Equity:  In  consideration  for the  services to be provided by WPC, the
        Company  agrees to pay WPC a cash fee (the  "Transaction  Fee") based on
        the following formula:

             6.0% of the first $10 million of consideration/funding;
             5.0% of the second $10 million of consideration/funding;
             4.0% of the third $10 million of consideration/funding; and
             3.0% of any additional consideration/funding.

c)      Debt  (excluding  Senior Debt):In  consideration  for the services to be
        provided  by  WPC,  the  Company  agrees  to  pay  WPC a cash  fee  (the
        "Transaction Fee") based on the following formula:

                4.0% of the  first $10  million  of  consideration;  3.0% of the
                second  $10  million  of  consideration;  2.0% of the  third $10
                million   of   consideration;   and   1.0%  of  any   additional
                consideration.

d)    Senior  Debt:  In  consideration   for  the  services  to  be
        provided by WPC, the Company  agrees to pay WPC a 3.0% cash
        fee (the "Transaction Fee").

e)    Merger & Acquisition:  In  consideration  for the services to
        be  provided by WPC,  the Company  agrees to pay WPC a cash
        fee (the "Transaction Fee") based on the following formula:

             6.0% of the first $1 million of consideration/funding;
             5.0% of the second $2 million of consideration/funding;
             4.0% of the third $3 million of consideration/funding; and
             3.0% of the third $4 million of consideration/funding; and
             2.0% of the third $5 million of consideration/funding; and
             1.0% of the third $6 million of consideration/funding

For purposes of this Agreement,  Consideration shall include any amounts paid to
the Company or its  shareholders,  including  any  amounts of debt,  convertible
preferred  stock or preferred stock assumed or refinanced or common stock or any
other type of financing.

This  Transaction  Fee shall be payable with respect to any  Transaction  closed
during a period of 24 months following the effective date of this Agreement with
any party  introduced  by WPC.  The  Transaction  Fee shall only be payable with
respect to any  Transaction  closed  during a period of 24 months  following the
effective date of this  Agreement with any third party  introduced by WPC during
the Term of this  Agreement.  Upon the  termination  of this Agreement WPC shall
provide  written  notice of each third  party  introduced  to the Company by WPC
pursuant to this Agreement.  In the event of a syndicated  transaction involving
more than one  principal  investor,  the  Transaction  Fee shall be payable on a
ratable basis based upon the constituency of any third parties introduced by WPC
to the whole of the investors participating in the Transaction.

5. Expenses - WPC will  pre-approve  all expenses with The Company.  The Company
will  reimburse WPC on invoicing for their  reasonable  out-of-pocket  expenses,
including the expenses of any legal counsel  utilized by WPC in furtherance of a
Transaction.

6.  Indemnification  - In  consideration  of the Advisor's  agreement to perform
services under this  Agreement,  the Company shall to the extent that a claim of
indemnification  shall not be covered by any  applicable  coverage of  insurance
issued to either WPC or the  Company",  the  Company  shall  Indemnify  and hold
harmless the Advisor and any of its directors, officers, employees,  consultants
or agents  (each,  individually  an  "Indemnified  Person") from and against any
losses,  claims,  damages or  liabilities to which such  Indemnified  Person may
become subject arising out of or in connection with the rendering of services by
the Advisor hereunder, except to the extent that such losses, claims, damages or
liabilities are determined in judicial  rulings to have primarily  resulted from
the gross  negligence or willful  misconduct  of such  Indemnified  Person;  and
Reimburse such Indemnified Person for reasonable legal or other expenses as they
are incurred,  that arise in connection with investigating,  preparing to defend
or defending any lawsuit,  claim or proceeding and any appeals therefrom arising
in any  manner  out of in  connection  with the  rendering  of  services  by the
Advisor, provided,  however, that in the event a final judicial determination is
made to the effect specified in subparagraph (a) above, such Indemnified  Person
promptly  would  remit  to  the  Company  any  amounts   reimbursed   under  the
subparagraph (b).

Following the judicial  determination of any issue which has resulted in a claim
of indemnification  pursuant to this Agreement reimburse such Indemnified Person
for reasonable legal or other expenses that arise in connection with the Company
and its Advisor agree that (i) the indemnification and reimbursement commitments
set forth  above  shall apply  whether or not such  Indemnified  Person is named
party to any such lawsuit,  claim or other  proceeding;  and (ii) promptly after
receipt by the Advisors of notice of its  involvement in any action,  proceeding
or  investigation,  it shall,  if a claim in respect thereof is to be made under
the preceding paragraph, notify the Company in writing of such involvement. This
indemnification shall survive any termination of this Agreement.

7.  Successors and Assigns - The benefits of this  Agreement  shall inure to the
respective successors and assigns of the parties hereto, and the obligations and
liabilities  assumed in this  Agreement  by the parties  hereto shall be binding
upon their receptive successors and assigns.

8. Governing Law - This Agreement  shall be governed and construed in accordance
with the laws of the State of California.

Please confirm that the foregoing  correctly sets forth our agreement by signing
the  enclosed  duplicate  of this letter and  returning  it to me at the address
shown on the first page.

Very truly yours,                       Accepted  and Agreed to:

WESTPARK CAPITAL, INC.                  THERMOVIEW INDUSTRIES,INC.


By: ___________________________         By:__________________________
   Mr. Richard Rappaport                Mr. Larry Smith
   Chief Executive Officer              Chief  Operating   Officer  &
                                        President

Date:_______________________________


<PAGE>

                                      10.9

                                   AGREEMENT

     THIS  AGREEMENT  is made and entered  into as of the ___ day of  September,
2000,  by and  between  THERMOVIEW  INDUSTRIES,  INC.,  a  Delaware  corporation
("ThermoView") and ________________________.


                             PRELIMINARY STATEMENTS

      As of August 14, 1998,  ThermoView  acquired all of the outstanding shares
of  capital  stock  of   ________________________,   a  ________________________
corporation,  pursuant  to  a  certain  Stock  Purchase  Agreement  (the  "Stock
Agreement") among ThermoView, and ________________.

      Under  the terms of the  Stock  Agreement,  ____________  is  entitled  to
receive post-closing earn-out payments (the "Earn-out Payments"),  if earned, on
December 31, and 2000.

      ThermoView  desires to make the  remainder  of the  Earn-out  Payments  in
ThermoView 12% Cumulative  Series D Preferred Stock with a stated value of $5.00
(the "Preferred  Stock") in lieu of cash and ____________  desires to accept the
Preferred Stock in consideration of the remainder of the Earn-out Payments.  The
terms and  conditions  of the  Preferred  Stock  are  further  described  in the
Certificate of Designation, attached hereto as Exhibit A and incorporated herein
by reference (the "Certificate").

      NOW, THEREFORE,  in consideration of these preliminary  statements and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

1. Preferred  Stock. In lieu of and in exchange for any and all cash amounts due
to ____________ by ThermoView  pursuant to the Earn-out Payments under the Stock
Agreement,  ____________  hereby consents to the acceptance of Preferred  Stock.
Upon  a  determination  that  an  Earn-Out  Payment  is  due  ____________  from
ThermoView,  ThermoView  shall  deliver  the  equivalent  number  of  shares  of
Preferred  Stock  to  ____________  within  fifteen  (15)  business  days of the
original due date of the earn-out payment.

2. No  Amendment or  Termination.   Nothing  contained in  this  Agreement shall
amend or  terminate  any  obligations  of  ThermoView  to make any and all other
Earn-out Payments, if earned, under the terms of the Stock Agreement.

3.    Miscellaneous.

(a)  Entire  Agreement.   This  Agreement  embodies  the  entire  agreement  and
     understanding  between the  parties  hereto  with  respect to the  Earn-out
     Payment  and   supersedes   all  prior  oral  or  written   agreements  and
     understandings   relating   to  the   Earn-out   Payment.   No   statement,
     representation,  warranty,  covenant or agreement of any kind not expressly
     set forth in this Agreement shall affect,  or be used to interpret,  change
     or restrict, the express terms and provisions of this Agreement.

(b)   Modifications  and Amendments.  The terms and provisions of this Agreement
      may be  modified  or amended  only by written  agreement  executed  by all
      parties hereto.

(c)   Benefit.  This Agreement  shall be binding on the parties hereto and shall
      inure to the benefit of the parties hereto and the  respective  successors
      and  permitted  assigns of each party  hereto.  Nothing in this  Agreement
      shall be  construed to create any rights or  obligations  except among the
      parties hereto, and no person or entity shall be regarded as a third-party
      beneficiary of this Agreement.

(d)   Governing  Law.  This  Agreement  and the  rights and  obligations  of the
      parties  hereunder  shall be construed in accordance  with and governed by
      the law of the  Commonwealth  of Kentucky,  without  giving  effect to the
      conflict of law principles thereof.

(e)  Severability.  In the event that any court of competent  jurisdiction shall
     determine that any  provision,  or any portion  thereof,  contained in this
     Agreement shall be unreasonable or unenforceable in any respect,  then such
     provision  shall be deemed  limited to the extent  that such court deems it
     reasonable  and  enforceable,  and as so limited shall remain in full force
     and effect. In the event that such court shall deem any such provision,  or
     portion thereof,  wholly  unenforceable,  the remaining  provisions of this
     Agreement shall nevertheless remain in full force and effect.

(f)   Headings  and   Captions.   The  headings  and  captions  of  the  various
      subdivisions  of this Agreement are for  convenience of reference only and
      shall in no way modify,  or affect the meaning or  construction  of any of
      the terms or provisions hereof.

(g)   Counterparts.  This Agreement may be executed in one or more counterparts,
      and by different  parties hereto on separate  counterparts,  each of which
      shall be deemed an original,  but all of which together  shall  constitute
      one and the same instrument.

      IN WITNESS WHEREOF, ThermoView has caused this Agreement to be executed by
its duly authorized  officer and ____________ has executed this Agreement all as
of the date first above written.

                                    THERMOVIEW INDUSTRIES, INC.


                                    By:

                                    Title:

<PAGE>

                                      10.10

                               SERIES D PREFERRED
                          WAIVER OF DIVIDEND AGREEMENT

      THIS  DIVIDEND  AGREEMENT  is made and entered  into as of the 26th day of
September,  2000,  by  and  between  THERMOVIEW  INDUSTRIES,  INC.,  a  Delaware
corporation ("ThermoView") and ____________________ ("Holder").

                             PRELIMINARY STATEMENTS

           ThermoView  has  previously  issued,  or will cause to be issued,  to
Holder  shares of  ThermoView  12%  Cumulative  Series D Preferred  Stock with a
stated value of $5.00 (the "Preferred Stock") in lieu of cash Earn-out Payments.
The Holder has  previously  provided to ThermoView an oral agreement to a) waive
payment of dividends  from the  Preferred  Stock until  September  30, 2001,  b)
consent to the  redemption of 300,000  shares of Preferred  Stock held Rodney H.
Thomas with consideration consisting entirely of newly issued shares of Series E
12% Cumulative  Preferred  Stock ("Series E Preferred") and c) provide a written
consent to ThermoView  to cause the filing with the Delaware  Secretary of State
of an amendment to the Certificate of Designation of the Preferred Stock,  which
provides for the mandatory  redemption of the Series D Preferred Stock, and such
other series of preferred  stock issued with rights that are pari passu with the
Series D Preferred Stock,  commencing October 2001, attached hereto as Exhibit A
and incorporated herein by reference (the "Certificate").

      NOW, THEREFORE,  in consideration of these preliminary  statements and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

1. Waiver of Dividends. By execution of this Dividend Agreement, Holder consents
to waive the payment and accrual of dividends, which would otherwise accrue from
ownership of the Preferred Stock, until September 30, 2001.

2.  Consent  to  Redemption.  Holder  consents  to the  redemption  of shares of
Preferred  Stock,  held by the referenced  holders and in the amounts  specified
below, with shares of a Series E 12% Cumulative  Preferred Stock to be issued by
ThermoView:

           a.   Rodney H. Thomas          300,000 shares;

Holder  grants  this  consent  of  redemption  with  the   acknowledgement   and
understanding  that the Series E Preferred  provides  rights and privileges that
are not identical with the rights and prvileges of the Series D Preferred Stock,
but on a pari passu basis in the event of  redemption  and  liquidation,  to the
Preferred  Stock of the Holder.  The  Certificate of Designation of the Series E
Preferred  ("Series  E  Certificate")  is  attached  hereto  as  Exhibit  B  and
incorporated herein by reference.

3.  Consent   to  Amendment.   Holder   consents  to   the   amendment  to   the
Certificate of Designation of the Preferred Stock,  attached hereto as Exhibit A
and incorporated herein by reference (the "Certificate").

4.    Miscellaneous.

(a)  Entire Agreement. This Dividend Agreement embodies the entire agreement and
     understanding  between  the parties  hereto with  respect to the payment of
     Preferred  Stock  dividends  and  supersedes  all  prior  oral  or  written
     agreements   and   understandings   relating   to   same.   No   statement,
     representation,  warranty,  covenant or agreement of any kind not expressly
     set forth in this Dividend Agreement shall affect, or be used to interpret,
     change or  restrict,  the express  terms and  provisions  of this  Dividend
     Agreement.

(b)   Modifications  and  Amendments.  The terms and provisions of this Dividend
      Agreement may be modified or amended only by written agreement executed by
      all parties hereto.

(c)  Benefit. This Dividend Agreement shall be binding on the parties hereto and
     shall  inure  to the  benefit  of the  parties  hereto  and the  respective
     successors  and  permitted  assigns of each party  hereto.  Nothing in this
     Dividend  Agreement  shall be construed to create any rights or obligations
     except among the parties hereto,  and no person or entity shall be regarded
     as a third-party beneficiary of this Dividend Agreement.

(d)   Governing Law. This Dividend  Agreement and the rights and  obligations of
      the parties  hereunder  shall be construed in accordance with and governed
      by the law of the  Commonwealth of Kentucky,  without giving effect to the
      conflict of law principles thereof.

(e)  Severability.  In the event that any court of competent  jurisdiction shall
     determine that any  provision,  or any portion  thereof,  contained in this
     Dividend  Agreement shall be unreasonable or  unenforceable in any respect,
     then such  provision  shall be deemed limited to the extent that such court
     deems it reasonable and enforceable, and as so limited shall remain in full
     force  and  effect.  In the  event  that  such  court  shall  deem any such
     provision,  or  portion  thereof,   wholly  unenforceable,   the  remaining
     provisions of this Dividend  Agreement  shall  nevertheless  remain in full
     force and effect.

(f)   Headings  and   Captions.   The  headings  and  captions  of  the  various
      subdivisions  of this Dividend  Agreement are for convenience of reference
      only and shall in no way modify,  or affect the meaning or construction of
      any of the terms or provisions hereof.

(g)   Counterparts.  This  Dividend  Agreement  may be  executed  in one or more
      counterparts,  and by different  parties hereto on separate  counterparts,
      each of which shall be deemed an original, but all of which together shall
      constitute one and the same instrument.

      IN WITNESS  WHEREOF,  ThermoView has caused this Dividend  Agreement to be
executed by its duly  authorized  officer and Holder has executed  this Dividend
Agreement all as of the date first above written.

                                    THERMOVIEW INDUSTRIES, INC.


                                    By:

                                    Title:


                                    Holder

<PAGE>


                                EXHIBIT A


                 AMENDMENT TO SERIES D PREFERRED STOCK
                           CERTIFICATE OF DESIGNATION




<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                           CERTIFICATE OF DESIGNATION
                                       OF
                      CUMULATIVE PREFERRED STOCK, SERIES D
                                       OF
                           THERMOVIEW INDUSTRIES, INC.


                -----------------------------------------------
                          Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

                -----------------------------------------------

      ThermoView  Industries,  Inc.,  a  Delaware  corporation  (the  "Company")
certifies that pursuant to the authority  contained in Section 4.2 of Article IV
of its Restated Certificate of Incorporation, as amended, and in accordance with
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware,  the Board of Directors of the Company, at a meeting held on September
26, 2000,  duly approved and adopted the following  amendment to the Certificate
of Designation of 12% Series D Cumulative  Preferred Stock (the  "Certificate of
Designation")  and with the written  consent of all existing  holders of the 12%
Series D Cumulative Preferred Stock:

     A. The preamble of the Certificate of Designation is hereby replaced in its
entirety with the following:

      Pursuant to Section 141(f) of the General  Corporation Law of the State of
Delaware (the "DGCL"), the Board of Directors of ThermoView Industries,  Inc., a
Delaware corporation (the "Company"), hereby unanimously consents to, adopts and
ratifies the following resolution:

      RESOLVED,  that pursuant to the authority  expressly granted to and vested
      in the Board of Directors of the Company by the  provisions of Section 4.2
      of Article IV of the Restated  Certificate of Incorporation of the Company
      (the "Restated  Certificate of Incorporation"),  and Section 151(g) of the
      DGCL,  such  Board  of  Directors  hereby  creates,   from  the  5,000,000
      authorized  shares of  Preferred  Stock,  par value  $.001 per share  (the
      "Preferred Stock"), of the Company authorized to be issued pursuant to the
      Restated  Certificate of  Incorporation,  a series of Preferred Stock, and
      hereby fixes by this  certificate of  designation  (this  "Certificate  of
      Designation") the voting powers,  designations,  preferences and relative,
      participating,  optional  or other  special  rights,  and  qualifications,
      limitations  or  restrictions  thereof,  of the  shares of such  series as
      follows:

           The series of Preferred  Stock hereby  established  shall  consist of
           2,000,000  shares  designated as "12%  Cumulative  Series D Preferred
           Stock"  (hereinafter  called the "Series D Preferred  Stock"),  which
           shall have a stated value of $5.00 per share.  The  relative  rights,
           preferences and limitations of such series shall be as follows:


      B.   Section 2 of the Certificate of Designation is hereby
replaced in its entirety with the following:


           (2)  Dividends.

           (a) Holders of shares of Series D Preferred Stock will be entitled to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  cash dividends at the rate per annum of
$0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred
Stock  will  begin to accrue  commencing  October  1,  2001 and will be  payable
quarterly  in arrears  on the last  calendar  day of April,  July,  October  and
January  of each  year,  commencing  October  31,  2001  (and in the case of any
accumulated and unpaid dividends not paid on the corresponding  dividend payment
date,  at such  additional  times  and for  such  interim  periods,  if any,  as
determined by the Board of Directors).  Dividends  will be cumulative  from such
date,  whether or not in any dividend  period or periods there shall be funds of
the  Company  legally  available  for the payment of such  dividends.  Each such
dividend  will be  payable  to  holders  of record  as they  appear on the stock
records of the Company at the close of business on such record  dates,  not more
than 60 days nor less than 10 days preceding the payment dates thereof, as shall
be fixed by the Board of Directors of the Company. Accumulations of dividends on
shares of Series D Preferred Stock will not bear interest.  Dividends payable on
the Series D Preferred Stock for any period greater or less than a full dividend
period will be computed on the basis of actual  days.  Dividends  payable on the
Series D  Preferred  Stock for each full  dividend  period  will be  computed by
dividing the annual dividend rate by four.

           (b) Except as provided  in the next  sentence,  no  dividend  will be
declared or paid on any Parity Stock unless full cumulative  dividends have been
declared and paid or are  contemporaneously  declared and funds  sufficient  for
payment  set  aside on the  Series D  Preferred  Stock  for all  prior  dividend
periods.  If accrued  dividends  on the Series D  Preferred  Stock for all prior
periods have not been paid in full, then any dividends  declared on the Series D
Preferred Stock for any dividend period and on any Parity Stock will be declared
ratably  in  proportion  to  accumulated  and unpaid  dividends  on the Series D
Preferred Stock and such Parity Stock.

           (c) So long as the shares of the Series D  Preferred  Stock  shall be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series D
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series D  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series D Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

C.    Section 3 of the Certificate of Designation is hereby
replaced in its entirety with the following:

           (3)  Optional Redemption.

           (a) The shares of Series D Preferred  Stock will be redeemable at the
option of the Company in whole or in part, for cash or for such number of shares
of Common Stock as equals the  Liquidation  Preference  (defined  hereinafter in
paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to
accumulated and unpaid  dividends) as of the opening of business on the date set
for such  redemption.  In order to exercise its redemption  option,  the Company
must  notify the  holders of record of its Series D  Preferred  Stock in writing
(the "Conditions  Satisfaction  Notice") prior to the opening of business on the
second trading day after the conditions of redemption  have,  from time to time,
been satisfied.

           (b) Notice of redemption (the  "Redemption  Notice") will be given by
mail to the  holders of the Series D  Preferred  Stock not less than 30 nor more
than 60 days prior to the date  selected  by the  Company to redeem the Series D
Preferred Stock.  The Redemption  Notice shall be deemed to have been given when
deposited in the United States mail, first-class mail, postage prepaid,  whether
or not such notice is actually received. Any failure to mail the notice provided
or any defect in notice or in the mailing of notice will not affect the validity
of the  proceedings  for the  redemption  of any shares to be so  redeemed.  The
Company's  right to  exercise  its  redemption  option  will not be  affected by
changes in the closing price of the Common Stock  following  such 30-day period.
If fewer than all of the shares of Series D Preferred  Stock are to be redeemed,
the shares to be redeemed  shall be selected by lot or pro rata or in some other
equitable manner determined by the Board of Directors of the Company;  provided,
however,  that the Company shall not be required to effect the redemption in any
manner that results in additional fractional shares being outstanding.


           (c) On the  redemption  date,  the Company must pay, in cash, on each
share of Series D Preferred  Stock to be  redeemed  any  accumulated  and unpaid
dividends  through the redemption date. In the case of a redemption date falling
after a dividend  payment record date and prior to the related payment date, the
holders of the Series D Preferred  Stock at the close of business on such record
date will be  entitled  to receive  the  dividend  payable on such shares on the
corresponding  dividend  payment date,  notwithstanding  the  redemption of such
shares  following such dividend  payment record date.  Except as provided for in
the preceding sentence, no payment or allowance will be made for accumulated and
unpaid dividends on any shares of Series D Preferred Stock called for redemption
or on the shares of Common Stock issuable upon such redemption.

           (d) On and after the date  fixed for  redemption,  provided  that the
Company has made  available at the office of its registrar and transfer  agent a
sufficient  number of shares of Common Stock and an amount of cash to effect the
redemption,  dividends  will  cease to accrue on the  Series D  Preferred  Stock
called for  redemption  (except that,  in the case of a redemption  date after a
dividend  payment  record date and prior to the related  dividend  payment date,
holders of Series D Preferred Stock on the dividend  payment record date will be
entitled on such dividend  payment date to receive the dividend  payable on such
shares),  such  shares  shall be  cancelled  and shall no longer be deemed to be
outstanding  and all rights of the  holders of such shares of Series D Preferred
Stock  shall cease  except the right to receive the shares of Common  Stock upon
such redemption and any cash payable upon such redemption, without interest from
the date of such  redemption.  Such  cancelled  shares  shall be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to  series,  and may  thereafter  be  issued  but not as  shares  of Series D
Preferred  Stock. At the close of business on the redemption date upon surrender
in accordance with such notice of the certificates  representing any such shares
(properly  endorsed or assigned for  transfer,  if the Board of Directors of the
Company shall so require and the notice shall so state), each holder of Series D
Preferred  Stock  (unless the Company  defaults in the delivery of the shares of
Common Stock or cash) will be,  without any further  action,  deemed a holder of
the number of shares of Common Stock for which such Series D Preferred  Stock is
redeemable.

           (e)  Fractional  shares  of Common  Stock  are not to be issued  upon
redemption of the Series D Preferred  Stock,  but, in lieu thereof,  the Company
will pay a cash adjustment based on the current market price of the Common Stock
on the  day  prior  to the  redemption  date.  If  fewer  than  all  the  shares
represented by any such  certificate are redeemed,  a new  certificate  shall be
issued  representing  the unredeemed  shares of Series D Preferred Stock without
cost to the holder thereof.

           (f)  Any  shares  or  cash  set  aside  by the  Company  pursuant  to
subparagraph (e) and unclaimed at the end of three years from the date fixed for
redemption shall revert to the Company.

           (g) Subject to applicable  law and the  limitation on purchases  when
dividends  on the Series D Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series D  Preferred
Stock by tender or by private agreement.

           (3A.)Mandatory Redemption

           (a) The Company  will,  at the  redemption  price equal to the sum of
$5.00 per share,  redeem from any source of funds  legally  available  therefor,
twenty percent (20%) of all shares of Series D Preferred Stock and Parity Stock,
on an annual basis commencing October 1, 2001, and continuing on an annual basis
until such time that all shares have been redeemed  pursuant to the  Certificate
of Designation or by agreement of the Holders of such shares.

           (b) In the  event  of a  redemption  on only a  portion  of the  then
outstanding  shares of Series D Preferred  Stock,  the  Company  will effect the
redemption  pro rata  according  to the number of shares  held by each holder of
Parity Stock,

           (c ) At least ten (10) days and not more than  thirty (30) days prior
to the date  fixed for any  redemption  under  this  subsection  of the Series D
Preferred Stock or Parity Stock,  written notice (the "Redemption  Notice") will
be mailed,  postage prepaid,  to each holder of record of the Series D Preferred
Stock and  Parity  Stock at his or her post  office  address  last  shown on the
records of the Company. The Redemption Notice will state:

      (1)  whether  all or less  than all the  outstanding  shares  of  Series D
           Preferred  Stock and Parity  Stock are to be  redeemed  and the total
           number of shares of Series D Preferred  Stock and Parity  Stock being
           redeemed;

      (2)  the number of shares of Series D  Preferred  Stock and  Parity  Stock
           held by the holder that the Company intends to redeem;

      (3)  the Redemption Date and the Redemption Price; and

      (4)  that the holder is to surrender to the Company,  in the manner and at
           the  place  designated,   his  or  her  certificate  or  certificates
           representing  the shares of Series D Preferred Stock and Parity Stock
           to be redeemed.

The  Redemption  Notice shall be deemed to have been given when deposited in the
United  States mail,  first-class  mail,  postage  prepaid,  whether or not such
notice is  actually  received.  Any  failure to mail the notice  provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings for the redemption of any shares to be so redeemed.

           (d) On or before the date fixed for redemption, each holder of Series
D  Preferred   Stock  and  Parity  Stock  will  surrender  the   certificate  or
certificates  representing  the  shares of Series D  Preferred  Stock and Parity
Stock  to  the  Company,  in the  manner  and at  the  place  designated  in the
Redemption  Notice,  and the Redemption  Price for the shares will be payable in
cash on the Redemption  Date to the person whose name appears on the certificate
or certificates as the owner, and each surrendered certificate will be cancelled
and retired.  In the event that less than all of the shares  represented  by any
certificate are redeemed,  a new  certificate  will be issued  representing  the
unredeemed shares.

(e) Unless the Company fails to pay in full the Redemption  Price,  dividends on
 the Series D Preferred  Stock called for redemption will cease to accumulate on
 the Redemption  Date, and all rights of the holders of the shares redeemed will
 cease to have any further  rights with respect to the shares on the  Redemption
 Date, other than to receive the Redemption  Price.  Upon the failure to pay, as
 described in the  immediately  preceding  sentence,  the dividend rate for such
 portion of unredeemed  Series D Preferred  Stock shall  increase by two percent
 (2%) on an  annual  basis  until  such time that the  portion  of the  Series D
 Preferred  Stock and Parity  Stock for which a failure to pay has  occurred  is
 redeemed.  In no event  shall the  applicable  dividend  rate  pursuant to this
 provision  increase the rate of dividend  payable on the  outstanding  Series D
 Preferred Stock and Parity Stock above sixteen percent (16%) per annum.

           (f) Subject to applicable  law and the  limitation on purchases  when
dividends  on the Series D Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series D  Preferred
Stock by tender or by private agreement.


      IN WITNESS WHEREOF ThermoView Industries, Inc. has caused this Certificate
to be signed by its President on this __ day of September 2000.



                                    ------------------------------------
                                    Name:  Charles L. Smith
                                    Title:    President

<PAGE>


                                    EXHIBIT B

                            SERIES E PREFERRED STOCK
                           CERTIFICATE OF DESIGNATION


<PAGE>


                           CERTIFICATE OF DESIGNATION


           CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES
                 AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
               SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
                RESTRICTIONS THEREOF, OF 12% SERIES E CUMULATIVE
                                 PREFERRED STOCK

                                       OF

                           THERMOVIEW INDUSTRIES, INC.


             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware


      Pursuant to Section 141(f) of the General  Corporation Law of the State of
Delaware (the "DGCL"), the Board of Directors of ThermoView Industries,  Inc., a
Delaware corporation (the "Company"), hereby unanimously consents to, adopts and
ratifies the following resolution:

      RESOLVED,  that pursuant to the authority  expressly granted to and vested
      in the Board of Directors of the Company by the  provisions of Section 4.2
      of Article IV of the Restated  Certificate of Incorporation of the Company
      (the "Restated  Certificate of Incorporation"),  and Section 151(g) of the
      DGCL,  such  Board  of  Directors  hereby  creates,   from  the  5,000,000
      authorized  shares of  Preferred  Stock,  par value  $.001 per share  (the
      "Preferred Stock"), of the Company authorized to be issued pursuant to the
      Restated  Certificate of  Incorporation,  a series of Preferred Stock, and
      hereby fixes by this  certificate of  designation  (this  "Certificate  of
      Designation") the voting powers,  designations,  preferences and relative,
      participating,  optional  or other  special  rights,  and  qualifications,
      limitations  or  restrictions  thereof,  of the  shares of such  series as
      follows:

           The series of Preferred  Stock hereby  established  shall  consist of
           500,000  shares  designated  as "12%  Cumulative  Series E  Preferred
           Stock"  (hereinafter  called the "Series E Preferred  Stock"),  which
           shall have a stated value of $5.00 per share.  The  relative  rights,
           preferences and limitations of such series shall be as follows:


              12% CUMULATIVE SERIES E PREFERRED STOCK


      (1) Ranking. The Series E Preferred Stock will, with respect to payment of
dividends  and amounts  upon  liquidation,  dissolution  or winding up, rank (i)
senior to the Common Stock of the Company,  $.001 par value (the "Common Stock")
and to shares of all other series of  Preferred  Stock issued by the Company the
terms of which  specifically  provide that the capital stock of such series rank
junior to such  Series E  Preferred  Stock with  respect to  dividend  rights or
distributions upon dissolution of the Company ("Junior Stock"); (ii) on a parity
with (a) all  shares  of the  Company's  9.6%  Cumulative  Convertible  Series C
Preferred Stock, (b) all of the shares of the Company's 12% Cumulative  Series D
Preferred  Stock,  and (c) the shares of all capital stock issued by the Company
whether or not the dividend  rates,  dividend  payment  dates,  or redemption or
liquidation prices per share thereof shall be different from those of the Series
E  Preferred  Stock,  if the  holders of stock of such class or series  shall be
entitled  by the  terms  thereof  to the  receipt  of  dividends  or of  amounts
distributable  upon liquidation,  dissolution or winding up, as the case may be,
in proportion to their respective dividend rates or liquidation prices,  without
preference  or  priority  of one over the other as between  the  holders of such
stock and the holders of shares of Series E Preferred  Stock  (collectively  (a)
and (b) being "Parity  Stock");  and (iii) junior to all capital stock issued by
the Company the terms of which specifically  provide that the shares rank senior
to the Series E Preferred Stock with respect to dividends and distributions upon
dissolution of the Company ("Senior Stock").

      (2)  Dividends.

           (a) Holders of shares of Series E Preferred Stock will be entitled to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  cash dividends at the rate per annum of
$0.60 per share of Series E Preferred Stock. Dividends on the Series E Preferred
Stock will be payable  quarterly  in arrears on the last  calendar day of April,
July,  October and January of each year,  commencing October 1, 2001 (and in the
case of any  accumulated  and  unpaid  dividends  not paid on the  corresponding
dividend payment date, at such additional times and for such interim periods, if
any,  as  determined  by the Board of  Directors).  Each such  dividend  will be
payable to holders of record as they appear on the stock  records of the Company
at the close of business on such  record  dates,  not more than 60 days nor less
than 10 days preceding the payment dates thereof, as shall be fixed by the Board
of Directors of the Company. Dividends will accrue from the date of the original
issuance of the Series E Preferred Stock. Dividends will be cumulative from such
date,  whether or not in any dividend  period or periods there shall be funds of
the Company legally available for the payment of such dividends.
Each such  dividend  will be payable to holders of record as they  appear on the
stock records of the Company at the close of business on such record dates,  not
more than 60 days nor less than 10 days preceding the payment dates thereof,  as
shall be fixed  by the  Board of  Directors  of the  Company.  Accumulations  of
dividends  on  shares  of  Series E  Preferred  Stock  will  not bear  interest.
Dividends payable on the Series E Preferred Stock for any period greater or less
than a full  dividend  period  will be  computed  on the basis of  actual  days.
Dividends  payable on the Series E Preferred Stock for each full dividend period
will be computed by dividing the annual dividend rate by four.

           (b) Except as provided  in the next  sentence,  no  dividend  will be
declared or paid on any Parity Stock unless full cumulative  dividends have been
declared and paid or are  contemporaneously  declared and funds  sufficient  for
payment  set  aside on the  Series E  Preferred  Stock  for all  prior  dividend
periods.  If accrued  dividends  on the Series E  Preferred  Stock for all prior
periods have not been paid in full, then any dividends  declared on the Series E
Preferred Stock for any dividend period and on any Parity Stock will be declared
ratably  in  proportion  to  accumulated  and unpaid  dividends  on the Series E
Preferred Stock and such Parity Stock.

           (c) So long as the shares of the Series E  Preferred  Stock  shall be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series E
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series E  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series E Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

      (3)  Optional Redemption.

           (a) The shares of Series E Preferred  Stock will be redeemable at the
option of the Company in whole or in part, for cash or for such number of shares
of Common Stock as equals the  Liquidation  Preference  (defined  hereinafter in
paragraph (4)) of the Series E Preferred Stock to be redeemed (without regard to
accumulated and unpaid  dividends) as of the opening of business on the date set
for such  redemption.  In order to exercise its redemption  option,  the Company
must  notify the  holders of record of its Series E  Preferred  Stock in writing
(the "Conditions  Satisfaction  Notice") prior to the opening of business on the
second trading day after the conditions of redemption  have,  from time to time,
been satisfied.

           (b) Notice of redemption (the  "Redemption  Notice") will be given by
mail to the  holders of the Series E  Preferred  Stock not less than 30 nor more
than 60 days prior to the date  selected  by the  Company to redeem the Series E
Preferred Stock.  The Redemption  Notice shall be deemed to have been given when
deposited in the United States mail, first-class mail, postage prepaid,  whether
or not such notice is actually received. Any failure to mail the notice provided
or any defect in notice or in the mailing of notice will not affect the validity
of the  proceedings  for the  redemption  of any shares to be so  redeemed.  The
Company's  right to  exercise  its  redemption  option  will not be  affected by
changes in the closing price of the Common Stock  following  such 30-day period.
If fewer than all of the shares of Series E Preferred  Stock are to be redeemed,
the shares to be redeemed  shall be selected by lot or pro rata or in some other
equitable manner determined by the Board of Directors of the Company;  provided,
however,  that the Company shall not be required to effect the redemption in any
manner that results in additional fractional shares being outstanding.

           (c) On the  redemption  date,  the Company must pay, in cash, on each
share of Series E Preferred  Stock to be  redeemed  any  accumulated  and unpaid
dividends  through the redemption date. In the case of a redemption date falling
after a dividend  payment record date and prior to the related payment date, the
holders of the Series E Preferred  Stock at the close of business on such record
date will be  entitled  to receive  the  dividend  payable on such shares on the
corresponding  dividend  payment date,  notwithstanding  the  redemption of such
shares  following such dividend  payment record date.  Except as provided for in
the preceding sentence, no payment or allowance will be made for accumulated and
unpaid dividends on any shares of Series E Preferred Stock called for redemption
or on the shares of Common Stock issuable upon such redemption.

           (d) On and after the date  fixed for  redemption,  provided  that the
Company has made  available at the office of its registrar and transfer  agent a
sufficient  number of shares of Common Stock and an amount of cash to effect the
redemption,  dividends  will  cease to accrue on the  Series E  Preferred  Stock
called for  redemption  (except that,  in the case of a redemption  date after a
dividend  payment  record date and prior to the related  dividend  payment date,
holders of Series E Preferred Stock on the dividend  payment record date will be
entitled on such dividend  payment date to receive the dividend  payable on such
shares),  such  shares  shall be  cancelled  and shall no longer be deemed to be
outstanding  and all rights of the  holders of such shares of Series E Preferred
Stock  shall cease  except the right to receive the shares of Common  Stock upon
such redemption and any cash payable upon such redemption, without interest from
the date of such  redemption.  Such  cancelled  shares  shall be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to  series,  and may  thereafter  be  issued  but not as  shares  of Series E
Preferred  Stock. At the close of business on the redemption date upon surrender
in accordance with such notice of the certificates  representing any such shares
(properly  endorsed or assigned for  transfer,  if the Board of Directors of the
Company shall so require and the notice shall so state), each holder of Series E
Preferred  Stock  (unless the Company  defaults in the delivery of the shares of
Common Stock or cash) will be,  without any further  action,  deemed a holder of
the number of shares of Common Stock for which such Series E Preferred  Stock is
redeemable.

           (e)  Fractional  shares  of Common  Stock  are not to be issued  upon
redemption of the Series E Preferred  Stock,  but, in lieu thereof,  the Company
will pay a cash adjustment based on the current market price of the Common Stock
on the  day  prior  to the  redemption  date.  If  fewer  than  all  the  shares
represented by any such  certificate are redeemed,  a new  certificate  shall be
issued  representing  the unredeemed  shares of Series E Preferred Stock without
cost to the holder thereof.

           (f)  Any  shares  or  cash  set  aside  by the  Company  pursuant  to
subparagraph (e) and unclaimed at the end of three years from the date fixed for
redemption shall revert to the Company.

           (g) Subject to applicable  law and the  limitation on purchases  when
dividends  on the Series E Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series E  Preferred
Stock by tender or by private agreement.

           (3A.)Mandatory Redemption

           (a) The Company  will,  at the  redemption  price equal to the sum of
$5.00 per share,  redeem from any source of funds  legally  available  therefor,
twenty percent (20%) of all shares of Series E Preferred Stock and Parity Stock,
on an annual basis commencing October 1, 2001, and continuing on an annual basis
until such time that all shares have been redeemed  pursuant to the  Certificate
of Designation or by agreement of the Holders of such shares.

           (b) In the  event  of a  redemption  on only a  portion  of the  then
outstanding  shares of Series E Preferred  Stock,  the  Company  will effect the
redemption  pro rata  according  to the number of shares  held by each holder of
Parity Stock,

           (c ) At least ten (10) days and not more than  thirty (30) days prior
to the date  fixed for any  redemption  under  this  subsection  of the Series E
Preferred Stock or Parity Stock,  written notice (the "Redemption  Notice") will
be mailed,  postage prepaid,  to each holder of record of the Series E Preferred
Stock and  Parity  Stock at his or her post  office  address  last  shown on the
records of the Company. The Redemption Notice will state:

      (1)  whether  all or less  than all the  outstanding  shares  of  Series E
           Preferred  Stock and Parity  Stock are to be  redeemed  and the total
           number of shares of Series E Preferred  Stock and Parity  Stock being
           redeemed;

      (2)  the number of shares of Series E  Preferred  Stock and  Parity  Stock
           held by the holder that the Company intends to redeem;

      (3)  the Redemption Date and the Redemption Price; and

      (4)  that the holder is to surrender to the Company,  in the manner and at
           the  place  designated,   his  or  her  certificate  or  certificates
           representing  the shares of Series E Preferred Stock and Parity Stock
           to be redeemed.

The  Redemption  Notice shall be deemed to have been given when deposited in the
United  States mail,  first-class  mail,  postage  prepaid,  whether or not such
notice is  actually  received.  Any  failure to mail the notice  provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings for the redemption of any shares to be so redeemed.

           (d) On or before the date fixed for redemption, each holder of Series
E  Preferred   Stock  and  Parity  Stock  will  surrender  the   certificate  or
certificates  representing  the  shares of Series E  Preferred  Stock and Parity
Stock  to  the  Company,  in the  manner  and at  the  place  designated  in the
Redemption  Notice,  and the Redemption  Price for the shares will be payable in
cash on the Redemption  Date to the person whose name appears on the certificate
or certificates as the owner, and each surrendered certificate will be cancelled
and retired.  In the event that less than all of the shares  represented  by any
certificate are redeemed,  a new  certificate  will be issued  representing  the
unredeemed shares.

(f) Unless the Company fails to pay in full the Redemption  Price,  dividends on
the Series E Preferred  Stock called for redemption  will cease to accumulate on
the Redemption  Date, and all rights of the holders of the shares  redeemed will
cease to have any further  rights with  respect to the shares on the  Redemption
Date,  other than to receive the Redemption  Price.  Upon the failure to pay, as
described in the  immediately  preceding  sentence,  the dividend  rate for such
portion of  unredeemed  Series E Preferred  Stock shall  increase by two percent
(2%) on an  annual  basis  until  such  time that the  portion  of the  Series E
Preferred  Stock and  Parity  Stock for which a failure to pay has  occurred  is
redeemed.  In no event  shall the  applicable  dividend  rate  pursuant  to this
provision  increase  the rate of dividend  payable on the  outstanding  Series E
Preferred Stock and Parity Stock above sixteen percent (16%) per annum.

           (f) Subject to applicable  law and the  limitation on purchases  when
dividends  on the Series E Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series E  Preferred
Stock by tender or by private agreement.

      (4)  Liquidation Preference.

           (a) The  holders  of  shares  of  Series E  Preferred  Stock  will be
entitled to receive in the event of any  liquidation,  dissolution or winding up
of the Company,  whether  voluntary or involuntary,  $5.00 per share of Series E
Preferred  Stock  (the  "Liquidation  Preference"),  plus an amount per share of
Series E  Preferred  Stock  equal to all  dividends  (whether  or not  earned or
declared)  accumulated  and unpaid thereon to the date of final  distribution to
such holders,  and no more. If, upon any liquidation,  dissolution or winding up
of the Company,  the assets of the Company,  or proceeds thereof,  distributable
among the holders of the Series E  Preferred  Stock are  insufficient  to pay in
full the liquidation preference with respect to the Series E Preferred Stock and
any other Parity  Stock,  then such assets,  or the  proceeds  thereof,  will be
distributed  among the holders of Series E  Preferred  Stock and any such Parity
Stock ratably in accordance  with the respective  amounts which would be payable
on such  Series E  Preferred  Stock  and any such  Parity  Stock if all  amounts
payable thereon were paid in full.

           (b) Neither a  consolidation  or merger of the  Company  with or into
another  corporation,  nor a sale, lease or transfer of all or substantially all
of the Company's assets will be considered a liquidation, dissolution or winding
up, voluntary or involuntary, of the Company.

     (5) Voting Rights. Except as may be required by applicable law from time to
time,  the  holders  of shares of Series E  Preferred  Stock will have no voting
rights.

     (6) Sinking Fund. The Series E Preferred Stock shall not be entitled to any
sinking fund.

      WITNESS THE  SIGNATURE of the  undersigned  who is the President and Chief
Operating  Officer  of  ThermoView  Industries,  Inc.  as of  this  ___  day  of
September, 2000.



                               ------------------------------
                               Charles L. Smith

<PAGE>

                                      10.11

                          Warrant to Purchase 200,000
                             Shares of Common Stock

                          COMMON STOCK PURCHASE WARRANT

                             Dated: October 1, 2000

      THIS CERTIFIES THAT JOSEPH CHARLES & ASSOCIATES  (herein  sometimes called
the  "Holder")  is entitled to purchase  from  THERMOVIEW  INDUSTRIES,  INC.,  a
Delaware  corporation  (the  "Company"),  at the price and  during the period as
hereinafter  specified,  up  to  two  hundred  thousand  (200,000)  shares  (the
"Shares") of common stock, $0.001 par value per share (the "Common Stock"), at a
purchase price of $12.00 per share subject to adjustment as described  below, at
any time during the two year period from the date hereof.

      This Common Stock Purchase  Warrant (the  "Warrant") is issued pursuant to
an agreement between the Company and Joseph Charles & Associates dated September
__, 2000.

      1. The rights  represented by the Common Stock  Purchase  Warrant shall be
exercised  at the price,  subject to  adjustment  in  accordance  with Section 8
hereof (the "Exercise Price"), and during the periods as follows:

           (a)  Between the date hereof and October 1, 2002,  (twenty  four (24)
                months  from  the  date  hereof,  i.e.  the  "Expiration  Date")
                inclusive,  the Holder shall have the option to purchase  Shares
                hereunder at a price of $12.00 per Share.

           (b)  After the  Expiration  Date,  the Holder  shall have no right to
                purchase any Shares hereunder.

      2. (a) The rights  represented by the Common Stock Purchase Warrant may be
exercised at any time within the periods above  specified,  in whole or in part,
by (i) the  surrender of the Common Stock  Purchase  Warrant  (with the purchase
form at the end hereof properly  executed) at the principal  executive office of
the Company (or such other  office or agency of the Company as it may  designate
by notice in writing to the Holder at the address of the Holder appearing on the
books of the Company); (ii) payment to the Company of the exercise price then in
effect for the number of Shares specified in the  above-mentioned  purchase form
together with applicable stock transfer taxes, if any; and (iii) delivery to the
Company of a duly executed  agreement signed by the person(s)  designated in the
purchase  form to the effect  that such  person(s)  agree(s)  to be bound by the
provisions  of  paragraph 6 and  subparagraphs  (b),  (c) and (d) of paragraph 7
hereof.  The  Common  Stock  Purchase  Warrant  shall  be  deemed  to have  been
exercised, in whole or in part to the extent specified, immediately prior to the
close of business on the date the Common Stock  Purchase  Warrant is surrendered
and  payment  is  made in  accordance  with  the  foregoing  provisions  of this
paragraph  2, and the person or persons in whose name or names the  certificates
for the Shares shall be issuable upon such  exercise  shall become the holder or
holders  of record of such  Shares at that  time and date.  The  Shares  and the
certificates for the Shares so purchased shall be delivered to the Holder within
a reasonable  time,  not  exceeding  ten (10)  business  days,  after the rights
represented by this Common Stock Purchase Warrant shall have been so exercised.
      3. This Common Stock Purchase  Warrant must be executed  immediately  upon
its transfer and if not so executed,  shall lapse.  Any such assignment shall be
effected by the Holder by (i) executing the form of assignment at the end hereof
and (ii)  surrendering the Common Stock Purchase Warrant for cancellation at the
office or agency of the Company  referred to in paragraph 2 hereof,  accompanied
by a  certificate  (signed  by an  officer  of the  Holder  if the  Holder  is a
corporation)  stating that each transferee is a permitted  transferee under this
paragraph 3; whereupon the Company shall issue,  in the name or names  specified
by the Holder  (including the Holder),  a new Common Stock  Purchase  Warrant or
Warrants of like tenor and  representing in the aggregate rights to purchase the
same number of Shares as are purchasable hereunder at such time.

      4. The Company covenants and agrees that all Shares which may be purchased
hereunder  will,  upon  issuance and delivery  against  payment  therefor of the
requisite   purchase  price,  be  duly  and  validly  issued,   fully  paid  and
nonassessable. The Company further covenants and agrees that, during the periods
within which the Common Stock  Purchase  Warrant may be  exercised,  the Company
will at all times have authorized and reserved a sufficient  number of shares of
its Common  Stock to provide  for the  exercise  of the  Common  Stock  Purchase
Warrant.

      5. The Common Stock  Purchase  Warrant shall not entitle the Holder to any
voting rights or other rights,  including without  limitation notice of meetings
of other actions or receipt of dividends, as a stockholder of the Company.

      6. (a) The Company  shall advise the Holder or its  permitted  transferee,
whether the Holder holds the Common Stock Purchase  Warrant or has exercised the
Common Stock Purchase Warrant and holds Shares,  by written notice at least four
weeks prior to the filing of any new  registration  statement  thereto under the
Act,  or the  filing  of a  notification  on Form 1-A under the Act for a public
offering of  securities,  covering any  securities  of the Company,  for its own
account  or for the  account of others,  except for any  registration  statement
filed on Form S-4 or S-8 (or  other  comparable  form),  and  will,  during  the
eighteen (18) month period from the date hereof, upon the request of the Holder,
include in any such new registration  statement (or notification as the case may
be) such  information as may be required to permit a public  offering of, all or
any of the Shares underlying the Common Stock Purchase Warrant (the "Registrable
Securities").

           (b) At such time that the Company is eligible to register  securities
by the use of Form S-3 (or other  comparable  form)  during the twenty four (24)
month period  beginning on the date hereof,  a 50% Holder (as defined below) may
request, on one occasion, that the Company register under the Act any and all of
the Registrable Securities held by such 50% Holder. Upon the receipt of any such
notice, the Company will promptly, but no later than four weeks after receipt of
such  notice,  file  a  post-effective  amendment  to the  current  Registration
Statement  or a new  registration  statement  pursuant  to the Act, so that such
designated Registrable Securities may be publicly sold under the Act as promptly
as practicable  thereafter and the Company will use reasonable  efforts to cause
such  registration to become and remain effective  (including the taking of such
reasonable  steps as are  necessary  to obtain the  removal  of any stop  order)
within 120 days after the  receipt of such  notice,  provided,  that such Holder
shall furnish the Company with appropriate  information in connection  therewith
as the Company  may  reasonably  request in writing.  The 50% Holder may, at its
option,  request the  registration  of any of the Shares  underlying  the Common
Stock  Purchase  Warrant  in a  registration  statement  made by the  Company as
contemplated  by Section 6(a) or in  connection  with a request made pursuant to
this Section 6(b) prior to acquisition  of the Shares  issuable upon exercise of
the Common Stock Purchase  Warrant.  The 50% Holder may, at its option,  request
such post-effective amendment or new registration statement during the described
period with respect to the Common Stock Purchase Warrant,  and such registration
rights may be exercised by the 50% Holder prior to or subsequent to the exercise
of the Common Stock Purchase  Warrant.  Within ten days after receiving any such
notice  pursuant to this  subsection  (b) of paragraph 6, the Company shall give
notice to any other Holders of the Common Stock Purchase Warrant,  advising that
the Company is proceeding  with such  post-effective  amendment or  registration
statement and offering to include therein the Shares underlying that part of the
Common Stock  Purchase  Warrant held by the other  Holders,  provided  that they
shall  furnish the Company with such  appropriate  information  (relating to the
intentions  of such  Holders)  in  connection  therewith  as the  Company  shall
reasonably request in writing. The Holder shall be responsible for the costs and
expenses of such  registration  and shall bear the fees of their own counsel and
any  other  advisors  retained  by  them  and  any  underwriting   discounts  or
commissions  applicable to any of the securities  sold by them. The Company will
use its best efforts to maintain such  registration  statement or post-effective
amendment  current  under  the Act for a period  of at least  180 days  from the
effective date thereof.  The Company shall supply  prospectuses,  and such other
documents as the Holder(s)  may  reasonably  request in order to facilitate  the
public sale or other  disposition of the  Registrable  Securities,  use its best
efforts to register and qualify any of the  Registrable  Securities  for sale in
such states (i) as such  Holder(s)  designate and (ii) with respect to which the
Company  obtained a qualification in connection with its initial public offering
and  furnish  indemnification  in the manner  provided  in  paragraph  7 hereof.
Notwithstanding  the foregoing  set forth in this  paragraph  6(b),  the Company
shall not be required to include in any  registration  statement any Registrable
Securities  which in the  opinion of counsel to the  Company  (which  opinion is
reasonably  acceptable  to  counsel  to the  Representative)  would be  saleable
immediately  without restriction under Rule 144 (or its successor) if the Common
Stock Purchase Warrant was exercised pursuant to paragraph 2(b) herein.

           (c) The term "50% Holder" as used in this  paragraph 6 shall mean the
Holder(s) of at least 50% of the Common Stock Purchase Warrant and/or the Shares
underlying the Common Stock Purchase Warrant (considered in the aggregate).

      7. (a) Whenever pursuant to paragraph 6 a registration  statement relating
to any Shares issued upon exercise of the Common Stock Purchase Warrant is filed
under the Act,  amended or  supplemented,  the Company will  indemnify  and hold
harmless each Holder of the securities  covered by such registration  statement,
amendment or supplement (such Holder being hereinafter  called the "Distributing
Holder"),  and each person, if any, who controls (within the meaning of the Act)
the Distributing Holder, and each underwriter (within the meaning of the Act) of
such securities and each person, if any, who controls (within the meaning of the
Act) any such underwriter,  against any losses,  claims, damages or liabilities,
joint or several, to which the Distributing  Holder, any such controlling person
or any such underwriter may become subject, under the Act or otherwise,  insofar
as such losses, claims,  damages or liabilities,  or actions in respect thereof,
arise out of or are based upon any untrue  statement or alleged untrue statement
of any material fact  contained in any such  registration  statement as declared
effective or any final  prospectus  constituting a part thereof or any amendment
or  supplement  thereto,  or arise out of or are based upon the  omission or the
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the  statements  therein not  misleading and will reimburse
the Distributing  Holder or such controlling person or underwriter for any legal
or other expense reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,  however,
that the Company will not be liable in any such case to the extent that any such
loss,  claim,  damage  or  liability  arises  out of or is based  upon an untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
said registration statement, said preliminary prospectus,  said final prospectus
or said amendment or supplement in reliance upon and in conformity  with written
information  furnished  by such  Distributing  Holder or any other  Distributing
Holder  for use in the  preparation  thereof  and  provided  further,  that  the
indemnity   agreement  provided  in  this  Section  7(a)  with  respect  to  any
preliminary  prospectus  shall  not  inure to the  benefit  of any  Distributing
Holder,   controlling  person  of  such  Distributing  Holder,   underwriter  or
controlling  person of such  underwriter  from  whom the  person  asserting  any
losses,  claims,  charges,  liabilities  or  litigation  based  upon any  untrue
statement or alleged untrue  statement of a material fact or omission or alleged
omission to state therein a material fact, received such preliminary prospectus,
if a copy of the  prospectus  in which such untrue  statement or alleged  untrue
statement  or omission or alleged  omission was  corrected  has not been sent or
given to such  person  within  the time  required  by the Act and the  Rules and
Regulations thereunder.

           (b) The  Distributing  Holder will  indemnify  and hold  harmless the
Company,  each of its  directors,  each of its  officers  who have  signed  said
registration  statement and such  amendments and supplements  thereto,  and each
person, if any, who controls the Company (within the meaning of the Act) against
any losses,  claims,  damages or  liabilities,  joint or  several,  to which the
Company or any such director,  officer or controlling person may become subject,
under  the  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities,  or actions in respect thereof,  arise out of or are based upon any
untrue or alleged  untrue  statement  of any  material  fact  contained  in said
registration statement,  said preliminary prospectus,  said final prospectus, or
said amendment or supplement,  or arise out of or are based upon the omission or
the alleged  omission  to state  therein a material  fact  required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the  extent,  but only to the  extent,  that  such  loss,  claim,  damage  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission made in said  registration  statement,
said  preliminary  prospectus,  said  final  prospectus  or  said  amendment  or
supplement in reliance upon and in conformity with written information furnished
by  such  Distributing  Holder  for use in the  preparation  thereof;  and  will
reimburse the Company or any such director,  officer or  controlling  person for
any legal or other  expenses  reasonably  incurred  by them in  connection  with
investigating or defending any such loss, claim, damage, liability or action.

           (c)  Promptly  after  receipt  by an  indemnified  party  under  this
paragraph 7 of notice of the commencement of any action,  such indemnified party
will,  if a claim in respect  thereof  is to be made  against  any  indemnifying
party, give the indemnifying party notice of the commencement  thereof,  but the
omission  so to notify  the  indemnifying  party  will not  relieve  it from any
liability which it may have to any  indemnified  party otherwise than under this
paragraph 7.

           (d) In case any such action is brought against any indemnified party,
and  it  notifies  an  indemnifying  party  of  the  commencement   hereof,  the
indemnifying party will be entitled to participate in and, to the extent that it
may wish,  jointly with any other  indemnifying  party  similarly  notified,  to
assume  the  defense  thereof,  with  counsel  reasonably  satisfactory  to such
indemnified  party,  and  after  notice  from  the  indemnifying  party  to such
indemnified  party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  this
paragraph  7 for any  legal  or other  expenses  subsequently  incurred  by such
indemnified  party in connection  with the defense thereof other than reasonable
costs of investigation.

      8. The  Exercise  Price in effect at the time and the  number  and kind of
securities  purchasable  upon the  exercise of the  Warrant  shall be subject to
adjustment from time to time upon the happening of certain events as follows:



<PAGE>


           (a) In case the  Company  shall  (i)  declare  a  dividend  or make a
distribution on its outstanding shares of Common Stock in shares of Common Stock
(other than issuance of Common Stock  pursuant to  antidilution  provisions  set
forth  in  the  Registration  Statement),   (ii)  subdivide  or  reclassify  its
outstanding  shares  of Common  Stock  into a greater  number of  shares,  (iii)
combine or  reclassify  its  outstanding  shares of Common  Stock into a smaller
number of shares,  or (iv) enter into any  transaction  whereby the  outstanding
shares of Common  Stock of the Company are at any time changed into or exchanged
for a different  number or kind of shares or other security of the Company or of
another corporation through reorganization,  merger, consolidation,  liquidation
or  recapitalization,  then appropriate  adjustments in the number of Shares (or
other  securities  for which such  Shares  have  previously  been  exchanged  or
converted)  subject to this Common Stock Purchase  Warrant shall be made and the
Exercise  Price in effect at the time of the record  date for such  dividend  or
distribution  or  of  the  effective  date  of  such  subdivision,  combination,
reclassification,   reorganization,   merger,   consolidation,   liquidation  or
recapitalization  shall be  proportionately  adjusted so that the Holder of this
Common Stock  Purchase  Warrant  exercised  after such date shall be entitled to
receive the aggregate  number and kind of shares of Common Stock which,  if this
Common Stock  Purchase  Warrant had been  exercised  by such Holder  immediately
prior to such date, he would have been  entitled to receive upon such  dividend,
distribution,   subdivision,  combination,   reclassification,   reorganization,
merger,  consolidation,  liquidation or  recapitalization.  For example,  if the
Company  declares a 2 for 1 stock  distribution  and the  Exercise  Price hereof
immediately  prior to such  event was  $12.00 per Share and the number of Shares
issuable upon exercise of this Common Stock  Purchase  Warrant was 200,000,  the
adjusted  Exercise Price  immediately  after such event would be $6.00 per Share
and the adjusted  number of Shares  issuable  upon exercise of this Common Stock
Purchase Warrant would be 400,000.  Such adjustment  shall be made  successively
whenever any event listed above shall occur.

           (b) In case the Company  shall fix a record date for the  issuance of
rights  or  warrants  to all  holders  of its  Common  Stock  entitling  them to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common  Stock) at a price (the  "Subscription  Price")  (or having a  conversion
price per share)  less than the  Exercise  Price on a per share  basis (the "Per
Share Exercise Price") on such record date, the Exercise Price shall be adjusted
so that the same shall equal the price  determined by multiplying  the number of
Shares by the Per Share Exercise Price in effect  immediately  prior to the date
of issuance by a fraction, the numerator of which shall be the sum of the number
of shares of Common Stock then  outstanding on the record date  mentioned  below
and the number of additional shares of Common Stock which the aggregate offering
price of the total number of shares of Common Stock so offered (or the aggregate
conversion price of the convertible securities so offered) would purchase at the
Per  Share  Exercise  Price  in  effect  immediately  prior  to the date of such
issuance,  and the denominator of which shall be the sum of the number of shares
of Common Stock outstanding on the record date mentioned below and the number of
additional  shares of Common Stock offered for subscription or purchase (or into
which the convertible  securities so offered are  convertible).  Such adjustment
shall be made successively whenever such rights or warrants are issued and shall
become  effective  immediately  after the record date for the  determination  of
stockholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or securities  convertible into Common
Stock are not  delivered)  after the  expiration  of such rights or warrants the
Exercise  Price shall be readjusted to the Exercise Price which would then be in
effect had the  adjustments  made upon the  issuance  of such rights or warrants
been  made  upon the basis of  delivery  of only the  number of shares of Common
Stock (or securities convertible into Common Stock) actually delivered.

           (c) In case the Company shall hereafter  distribute to all holders of
its  Common  Stock  evidences  of its  indebtedness  or assets  (excluding  cash
dividends  or  distributions  and  dividends  or  distributions  referred  to in
Subsection  (a)  above) or  subscription  rights or  warrants  (excluding  those
referred to in Subsection (b) above),  then in each such case the Exercise Price
in effect  thereafter shall be determined by multiplying the number of Shares by
the Per Share Exercise Price in effect immediately prior thereto,  multiplied by
a fraction, the numerator of which shall be the total number of shares of Common
Stock then  outstanding  multiplied  by the  current  market  price per share of
Common Stock (as defined in  Subsection  (e) below),  less the fair market value
(as determined by the Company's Board of Directors) of said assets, or evidences
of  indebtedness  so  distributed  or  of  such  rights  or  warrants,  and  the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding  multiplied by such current  market price per share of Common Stock.
Such adjustment  shall be made whenever any such  distribution is made and shall
become  effective  immediately  after the record date for the  determination  of
stockholders entitled to receive such distribution.

           (d) Whenever the Exercise  Price  payable upon exercise of the Common
Stock  Purchase  Warrant is adjusted  pursuant to  Subsections  (a),  (b) or (c)
above,  the number of Shares  purchasable  upon  exercise of this  Common  Stock
Purchase Warrant shall  simultaneously  be adjusted by multiplying the number of
Shares  issuable  upon  exercise of this Common  Stock  Purchase  Warrant by the
Exercise Price in effect on the date hereof and dividing the product so obtained
by the Exercise Price, as adjusted.

           (e) For the purpose of any  computation  under  Subsection (c) above,
the current  market  price per share of Common Stock at any date shall be deemed
to be the  average  of the  daily  closing  prices  of the  Common  Stock for 30
consecutive business days before such date. The closing price for each day shall
be the last sale price regular way or, in case no such reported sale takes place
on such day, the average of the last reported bid and asked prices  regular way,
in either case on the principal national securities exchange on which the Common
Stock is admitted to trading or listed, or, if not listed or admitted to trading
on such exchange,  the average of the highest  reported bid and lowest  reported
asked prices as reported by NASDAQ,  or other similar  organization if NASDAQ is
no longer reporting such  information,  or if not so available,  the fair market
price as  determined  by the Board of  Directors  as set forth in  Section  2(b)
herein.

           (f) No adjustment in the Exercise Price shall be required unless such
adjustment  would require an increase or decrease of at least five cents ($0.05)
in such price;  provided,  however,  that any adjustments which may by reason of
this  Subsection  (f) are not  required to be made shall be carried  forward and
taken into account in any subsequent  adjustment  required to be made hereunder.
All  calculations  under this  Section 8 shall be made to the nearest cent or to
the  nearest  one-hundredth  of a share,  as the case may be.  Anything  in this
Section 8 to the contrary  notwithstanding,  the Company shall be entitled,  but
shall not be required,  to make such changes in the Exercise  Price, in addition
to  those  required  by this  Section  8, as it  shall  determine,  in its  sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision,  reclassification  or combination of Common
Stock,  hereafter made by the Company shall not result in any Federal income tax
liability  to the holders of the Common  Stock or  securities  convertible  into
Common Stock.

           (g) Whenever the Exercise Price is adjusted, as herein provided,  the
Company shall promptly cause a notice setting forth the adjusted  Exercise Price
and  adjusted  number of Shares  issuable  upon  exercise  of the  Common  Stock
Purchase  Warrant to be mailed to the Holder,  at its address set forth  herein,
and shall cause a certified copy thereof to be mailed to the Company's  transfer
agent,  if any. The Company may retain a firm of  independent  certified  public
accountants  selected  by the  Board  of  Directors  (who  may  be  the  regular
accountants  employed by the Company) to make any  computation  required by this
Section 8, and a certificate signed by such firm shall be conclusive evidence of
the correctness of such adjustment.

           (h) In the event that at any time, as a result of an adjustment  made
pursuant to the  provisions  of this  Section 8, the Holder of the Common  Stock
Purchase  Warrant  thereafter shall become entitled to receive any shares of the
Company other than Common Stock,  thereafter  the number of such other shares so
receivable  upon exercise of the Common Stock Purchase  Warrant shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable  to the  provisions  with respect to the Common  Stock  contained in
Subsections (a) to (f), inclusive, above.

      9. This Agreement  shall be governed by and in accordance with the laws of
the Commonwealth of Kentucky without regard to conflict of laws provision.

      IN WITNESS  WHEREOF,  THERMOVIEW  INDUSTRIES,  INC. has caused this Common
Stock Purchase  Warrant to be signed by its duly  authorized  officers under its
corporate  seal, and this Common Stock  Purchase  Warrant to be dated October 1,
2000.

                               THERMOVIEW INDUSTRIES, INC.


                               By:________________________________
                                    Rodney H. Thomas
                                    Chief Executive Officer

Attest:


------------------------------
Charles L. Smith
its President



<PAGE>


                                  PURCHASE FORM

                  (To be signed only upon exercise of Warrant)


      The  undersigned,  the  holder  of the  foregoing  Common  Stock  Purchase
Warrant,  hereby  irrevocably elects to exercise the purchase rights represented
by such  Warrant  for,  and to purchase  thereunder,  _______________  Shares of
Common  Stock,  $0.001  par  value  per  share  (the  "Shares"),  of  THERMOVIEW
INDUSTRIES,   INC.,  payment  of  $_______  therefor,   and  requests  that  the
certificates  for  the  Shares  issued  in the  name(s)  of,  and  delivered  to
________________________, whose address(es) is (are):





Dated:  _______________, ____


                               By:________________________________

                               -----------------------------------

                               -----------------------------------
                                     Address


<PAGE>


                                  TRANSFER FORM

                  (To be signed only upon transfer of Warrant)


      For value received,  the undersigned hereby sells,  assigns, and transfers
unto  ________   _____________________________  the  right  to  purchase  Shares
represented  by the  foregoing  Common Stock  Purchase  Warrant to the extent of
__________  Shares, and appoints  ______________  _________ attorney to transfer
such  rights on the books of  _____________________________,  with full power of
substitution in the premises.



Dated:  _______________, ____


                               By:________________________________

                               -----------------------------------

                               -----------------------------------
                                     Address



In the presence of:



<PAGE>

                                      10.12

                          Warrant to Purchase 340,000
                             Shares of Common Stock

                              CONSULTANT'S WARRANT

                             Dated: October 1, 2000

      THIS CERTIFIES THAT WESTPARK  CAPITAL,  INC. (herein  sometimes called the
"Holder") is entitled to purchase from THERMOVIEW  INDUSTRIES,  INC., a Delaware
corporation (the  "Company"),  at the price and during the period as hereinafter
specified, up to three hundred forty thousand (340,000) shares (the "Shares") of
common  stock,  $0.001 par value per share (the "Common  Stock"),  at a purchase
price of $12.00 per share subject to adjustment as described  below, at any time
during the two year period from the date hereof.

      This Consulting Warrant (the "Consulting Warrant") is issued pursuant to a
financial  advisory  agreement  between the Company and WestPark  Capital,  Inc.
dated October 1, 2000.

      1. The rights  represented by the Consulting Warrant shall be exercised at
the price,  subject to  adjustment  in  accordance  with  Section 8 hereof  (the
"Exercise Price"), and during the periods as follows:

           (a)  Between the date hereof and October 1, 2002,  (twenty  four (24)
                months  from  the  date  hereof,  i.e.  the  "Expiration  Date")
                inclusive,  the Holder shall have the option to purchase  Shares
                hereunder at a price of $12.00 per Share.

           (b)  After the  Expiration  Date,  the Holder  shall have no right to
                purchase any Shares hereunder.

      2. (a) The rights  represented by the Consulting  Warrant may be exercised
at any time within the periods above specified,  in whole or in part, by (i) the
surrender of the  Consulting  Warrant  (with the purchase form at the end hereof
properly  executed) at the  principal  executive  office of the Company (or such
other  office or agency of the Company as it may  designate by notice in writing
to the  Holder  at the  address  of the  Holder  appearing  on the  books of the
Company);  (ii) payment to the Company of the exercise  price then in effect for
the number of Shares  specified in the  above-mentioned  purchase  form together
with applicable  stock transfer taxes, if any; and (iii) delivery to the Company
of a duly executed agreement signed by the person(s)  designated in the purchase
form to the effect that such person(s) agree(s) to be bound by the provisions of
paragraph  6 and  subparagraphs  (b),  (c) and (d) of  paragraph  7 hereof.  The
Consulting  Warrant shall be deemed to have been exercised,  in whole or in part
to the extent specified,  immediately prior to the close of business on the date
the Consulting Warrant is surrendered and payment is made in accordance with the
foregoing  provisions  of this  paragraph  2, and the person or persons in whose
name or names  the  certificates  for the  Shares  shall be  issuable  upon such
exercise  shall  become the  holder or holders of record of such  Shares at that
time and date. The Shares and the certificates for the Shares so purchased shall
be delivered to the Holder  within a reasonable  time,  not  exceeding  ten (10)
business days,  after the rights  represented by this  Consulting  Warrant shall
have been so exercised.


      3. This Consulting Warrant must be executed  immediately upon its transfer
and if not so executed,  shall lapse.  Any such assignment  shall be effected by
the Holder by (i)  executing  the form of  assignment at the end hereof and (ii)
surrendering the Consulting  Warrant for cancellation at the office or agency of
the Company  referred to in  paragraph 2 hereof,  accompanied  by a  certificate
(signed by an officer of the Holder if the Holder is a corporation) stating that
each transferee is a permitted  transferee under this paragraph 3; whereupon the
Company shall issue, in the name or names specified by the Holder (including the
Holder),  a new Consulting Warrant or Warrants of like tenor and representing in
the  aggregate  rights to purchase the same number of Shares as are  purchasable
hereunder at such time.

      4. The Company covenants and agrees that all Shares which may be purchased
hereunder  will,  upon  issuance and delivery  against  payment  therefor of the
requisite   purchase  price,  be  duly  and  validly  issued,   fully  paid  and
nonassessable. The Company further covenants and agrees that, during the periods
within which the  Consulting  Warrant may be exercised,  the Company will at all
times have  authorized and reserved a sufficient  number of shares of its Common
Stock to provide for the exercise of the Consulting Warrant.

      5. The  Consulting  Warrant  shall not  entitle  the  Holder to any voting
rights or other rights, including without limitation notice of meetings of other
actions or receipt of dividends, as a stockholder of the Company.

      6. (a) The Company  shall advise the Holder or its  permitted  transferee,
whether the Holder holds the Consulting  Warrant or has exercised the Consulting
Warrant  and holds  Shares,  by written  notice at least four weeks prior to the
filing of any new registration statement thereto under the Act, or the filing of
a  notification  on Form 1-A under the Act for a public  offering of securities,
covering any  securities of the Company,  for its own account or for the account
of others,  except for any  registration  statement filed on Form S-4 or S-8 (or
other comparable form), and will, during the eighteen (18) month period from the
date  hereof,  upon  the  request  of  the  Holder,  include  in  any  such  new
registration  statement (or notification as the case may be) such information as
may be  required  to  permit  a public  offering  of,  all or any of the  Shares
underlying the Consulting Warrant (the "Registrable Securities").

           (b) At such time that the Company is eligible to register  securities
by the use of Form S-3 ( or other  comparable  form) during the twenty four (24)
month period  beginning on the date hereof,  a 50% Holder (as defined below) may
request, on one occasion, that the Company register under the Act any and all of
the Registrable Securities held by such 50% Holder. Upon the receipt of any such
notice, the Company will promptly, but no later than four weeks after receipt of
such  notice,  file  a  post-effective  amendment  to the  current  Registration
Statement  or a new  registration  statement  pursuant  to the Act, so that such
designated Registrable Securities may be publicly sold under the Act as promptly
as practicable  thereafter and the Company will use reasonable  efforts to cause
such  registration to become and remain effective  (including the taking of such
reasonable  steps as are  necessary  to obtain the  removal  of any stop  order)
within 120 days after the  receipt of such  notice,  provided,  that such Holder
shall furnish the Company with appropriate  information in connection  therewith
as the Company  may  reasonably  request in writing.  The 50% Holder may, at its
option,  request the registration of any of the Shares underlying the Consulting
Warrant in a  registration  statement  made by the  Company as  contemplated  by
Section 6(a) or in connection  with a request made pursuant to this Section 6(b)
prior to  acquisition  of the Shares  issuable upon  exercise of the  Consulting
Warrant.  The  50%  Holder  may,  at its  option,  request  such  post-effective
amendment or new registration statement during the described period with respect
to the Consulting Warrant,  and such registration rights may be exercised by the
50% Holder prior to or  subsequent  to the exercise of the  Consulting  Warrant.
Within ten days after  receiving any such notice pursuant to this subsection (b)
of  paragraph  6, the  Company  shall  give  notice to any other  Holders of the
Consulting   Warrant,   advising  that  the  Company  is  proceeding  with  such
post-effective  amendment  or  registration  statement  and  offering to include
therein the Shares  underlying  that part of the Consulting  Warrant held by the
other  Holders,   provided  that  they  shall  furnish  the  Company  with  such
appropriate  information  (relating  to  the  intentions  of  such  Holders)  in
connection  therewith as the Company shall  reasonably  request in writing.  The
Holder shall be responsible for the costs and expenses of such  registration and
shall bear the fees of their own counsel and any other advisors retained by them
and  any  underwriting  discounts  or  commissions  applicable  to  any  of  the
securities  sold by them. The Company will use its best efforts to maintain such
registration  statement or post-effective  amendment current under the Act for a
period of at least 180 days from the effective  date thereof.  The Company shall
supply  prospectuses,  and such other  documents as the Holder(s) may reasonably
request in order to  facilitate  the  public  sale or other  disposition  of the
Registrable Securities,  use its best efforts to register and qualify any of the
Registrable  Securities for sale in such states (i) as such Holder(s)  designate
and  (ii)  with  respect  to which  the  Company  obtained  a  qualification  in
connection with its initial public offering and furnish  indemnification  in the
manner provided in paragraph 7 hereof.  Notwithstanding  the foregoing set forth
in this  paragraph  6(b),  the  Company  shall not be required to include in any
registration  statement  any  Registrable  Securities  which in the  opinion  of
counsel to the Company (which opinion is reasonably acceptable to counsel to the
Representative) would be saleable immediately without restriction under Rule 144
(or its successor) if the Consulting Warrant was exercised pursuant to paragraph
2(b) herein.

           (c) The term "50% Holder" as used in this  paragraph 6 shall mean the
Holder(s) of at least 50% of the Consulting Warrant and/or the Shares underlying
the Consulting Warrant (considered in the aggregate).

      7. (a) Whenever pursuant to paragraph 6 a registration  statement relating
to any Shares issued upon exercise of the Consulting  Warrant is filed under the
Act, amended or supplemented,  the Company will indemnify and hold harmless each
Holder of the securities  covered by such registration  statement,  amendment or
supplement (such Holder being hereinafter called the "Distributing Holder"), and
each  person,  if  any,  who  controls  (within  the  meaning  of the  Act)  the
Distributing  Holder,  and each  underwriter  (within the meaning of the Act) of
such securities and each person, if any, who controls (within the meaning of the
Act) any such underwriter,  against any losses,  claims, damages or liabilities,
joint or several, to which the Distributing  Holder, any such controlling person
or any such underwriter may become subject, under the Act or otherwise,  insofar
as such losses, claims,  damages or liabilities,  or actions in respect thereof,
arise out of or are based upon any untrue  statement or alleged untrue statement
of any material fact  contained in any such  registration  statement as declared
effective or any final  prospectus  constituting a part thereof or any amendment
or  supplement  thereto,  or arise out of or are based upon the  omission or the
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the  statements  therein not  misleading and will reimburse
the Distributing  Holder or such controlling person or underwriter for any legal
or other expense reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,  however,
that the Company will not be liable in any such case to the extent that any such
loss,  claim,  damage  or  liability  arises  out of or is based  upon an untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
said registration statement, said preliminary prospectus,  said final prospectus
or said amendment or supplement in reliance upon and in conformity  with written
information  furnished  by such  Distributing  Holder or any other  Distributing
Holder  for use in the  preparation  thereof  and  provided  further,  that  the
indemnity   agreement  provided  in  this  Section  7(a)  with  respect  to  any
preliminary  prospectus  shall  not  inure to the  benefit  of any  Distributing
Holder,   controlling  person  of  such  Distributing  Holder,   underwriter  or
controlling  person of such  underwriter  from  whom the  person  asserting  any
losses,  claims,  charges,  liabilities  or  litigation  based  upon any  untrue
statement or alleged untrue  statement of a material fact or omission or alleged
omission to state therein a material fact, received such preliminary prospectus,
if a copy of the  prospectus  in which such untrue  statement or alleged  untrue
statement  or omission or alleged  omission was  corrected  has not been sent or
given to such  person  within  the time  required  by the Act and the  Rules and
Regulations thereunder.

           (b) The  Distributing  Holder will  indemnify  and hold  harmless the
Company,  each of its  directors,  each of its  officers  who have  signed  said
registration  statement and such  amendments and supplements  thereto,  and each
person, if any, who controls the Company (within the meaning of the Act) against
any losses,  claims,  damages or  liabilities,  joint or  several,  to which the
Company or any such director,  officer or controlling person may become subject,
under  the  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities,  or actions in respect thereof,  arise out of or are based upon any
untrue or alleged  untrue  statement  of any  material  fact  contained  in said
registration statement,  said preliminary prospectus,  said final prospectus, or
said amendment or supplement,  or arise out of or are based upon the omission or
the alleged  omission  to state  therein a material  fact  required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the  extent,  but only to the  extent,  that  such  loss,  claim,  damage  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission made in said  registration  statement,
said  preliminary  prospectus,  said  final  prospectus  or  said  amendment  or
supplement in reliance upon and in conformity with written information furnished
by  such  Distributing  Holder  for use in the  preparation  thereof;  and  will
reimburse the Company or any such director,  officer or  controlling  person for
any legal or other  expenses  reasonably  incurred  by them in  connection  with
investigating or defending any such loss, claim, damage, liability or action.

           (c)  Promptly  after  receipt  by an  indemnified  party  under  this
paragraph 7 of notice of the commencement of any action,  such indemnified party
will,  if a claim in respect  thereof  is to be made  against  any  indemnifying
party, give the indemnifying party notice of the commencement  thereof,  but the
omission  so to notify  the  indemnifying  party  will not  relieve  it from any
liability which it may have to any  indemnified  party otherwise than under this
paragraph 7.

           (d) In case any such action is brought against any indemnified party,
and  it  notifies  an  indemnifying  party  of  the  commencement   hereof,  the
indemnifying party will be entitled to participate in and, to the extent that it
may wish,  jointly with any other  indemnifying  party  similarly  notified,  to
assume  the  defense  thereof,  with  counsel  reasonably  satisfactory  to such
indemnified  party,  and  after  notice  from  the  indemnifying  party  to such
indemnified  party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  this
paragraph  7 for any  legal  or other  expenses  subsequently  incurred  by such
indemnified  party in connection  with the defense thereof other than reasonable
costs of investigation.

      8. The  Exercise  Price in effect at the time and the  number  and kind of
securities  purchasable  upon the  exercise of the  Warrant  shall be subject to
adjustment from time to time upon the happening of certain events as follows:



<PAGE>


           (a) In case the  Company  shall  (i)  declare  a  dividend  or make a
distribution on its outstanding shares of Common Stock in shares of Common Stock
(other than issuance of Common Stock  pursuant to  antidilution  provisions  set
forth  in  the  Registration  Statement),   (ii)  subdivide  or  reclassify  its
outstanding  shares  of Common  Stock  into a greater  number of  shares,  (iii)
combine or  reclassify  its  outstanding  shares of Common  Stock into a smaller
number of shares,  or (iv) enter into any  transaction  whereby the  outstanding
shares of Common  Stock of the Company are at any time changed into or exchanged
for a different  number or kind of shares or other security of the Company or of
another corporation through reorganization,  merger, consolidation,  liquidation
or  recapitalization,  then appropriate  adjustments in the number of Shares (or
other  securities  for which such  Shares  have  previously  been  exchanged  or
converted)  subject to this  Consulting  Warrant  shall be made and the Exercise
Price in effect at the time of the record date for such dividend or distribution
or of the effective  date of such  subdivision,  combination,  reclassification,
reorganization, merger, consolidation,  liquidation or recapitalization shall be
proportionately adjusted so that the Holder of this Consulting Warrant exercised
after such date shall be entitled to receive  the  aggregate  number and kind of
shares of Common Stock which, if this  Consulting  Warrant had been exercised by
such  Holder  immediately  prior to such date,  he would have been  entitled  to
receive   upon   such   dividend,   distribution,    subdivision,   combination,
reclassification,   reorganization,   merger,   consolidation,   liquidation  or
recapitalization.  For  example,  if  the  Company  declares  a 2  for  1  stock
distribution and the Exercise Price hereof  immediately  prior to such event was
$12.00  per  Share  and the  number of Shares  issuable  upon  exercise  of this
Consulting  Warrant was 340,000,  the adjusted  Exercise Price immediately after
such event would be $6.00 per Share and the adjusted  number of Shares  issuable
upon exercise of this Consulting Warrant would be 680,000. Such adjustment shall
be made successively whenever any event listed above shall occur.

           (b) In case the Company  shall fix a record date for the  issuance of
rights  or  warrants  to all  holders  of its  Common  Stock  entitling  them to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common  Stock) at a price (the  "Subscription  Price")  (or having a  conversion
price per share)  less than the  Exercise  Price on a per share  basis (the "Per
Share Exercise Price") on such record date, the Exercise Price shall be adjusted
so that the same shall equal the price  determined by multiplying  the number of
Shares by the Per Share Exercise Price in effect  immediately  prior to the date
of issuance by a fraction, the numerator of which shall be the sum of the number
of shares of Common Stock then  outstanding on the record date  mentioned  below
and the number of additional shares of Common Stock which the aggregate offering
price of the total number of shares of Common Stock so offered (or the aggregate
conversion price of the convertible securities so offered) would purchase at the
Per  Share  Exercise  Price  in  effect  immediately  prior  to the date of such
issuance,  and the denominator of which shall be the sum of the number of shares
of Common Stock outstanding on the record date mentioned below and the number of
additional  shares of Common Stock offered for subscription or purchase (or into
which the convertible  securities so offered are  convertible).  Such adjustment
shall be made successively whenever such rights or warrants are issued and shall
become  effective  immediately  after the record date for the  determination  of
stockholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or securities  convertible into Common
Stock are not  delivered)  after the  expiration  of such rights or warrants the
Exercise  Price shall be readjusted to the Exercise Price which would then be in
effect had the  adjustments  made upon the  issuance  of such rights or warrants
been  made  upon the basis of  delivery  of only the  number of shares of Common
Stock (or securities convertible into Common Stock) actually delivered.

           (c) In case the Company shall hereafter  distribute to all holders of
its  Common  Stock  evidences  of its  indebtedness  or assets  (excluding  cash
dividends  or  distributions  and  dividends  or  distributions  referred  to in
Subsection  (a)  above) or  subscription  rights or  warrants  (excluding  those
referred to in Subsection (b) above),  then in each such case the Exercise Price
in effect  thereafter shall be determined by multiplying the number of Shares by
the Per Share Exercise Price in effect immediately prior thereto,  multiplied by
a fraction, the numerator of which shall be the total number of shares of Common
Stock then  outstanding  multiplied  by the  current  market  price per share of
Common Stock (as defined in  Subsection  (e) below),  less the fair market value
(as determined by the Company's Board of Directors) of said assets, or evidences
of  indebtedness  so  distributed  or  of  such  rights  or  warrants,  and  the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding  multiplied by such current  market price per share of Common Stock.
Such adjustment  shall be made whenever any such  distribution is made and shall
become  effective  immediately  after the record date for the  determination  of
stockholders entitled to receive such distribution.

           (d)  Whenever  the  Exercise  Price  payable  upon  exercise  of  the
Consulting  Warrant is adjusted  pursuant to Subsections  (a), (b) or (c) above,
the number of Shares  purchasable upon exercise of this Consulting Warrant shall
simultaneously  be adjusted by  multiplying  the number of Shares  issuable upon
exercise of this Consulting  Warrant by the Exercise Price in effect on the date
hereof and dividing the product so obtained by the Exercise Price, as adjusted.

           (e) For the purpose of any  computation  under  Subsection (c) above,
the current  market  price per share of Common Stock at any date shall be deemed
to be the  average  of the  daily  closing  prices  of the  Common  Stock for 30
consecutive business days before such date. The closing price for each day shall
be the last sale price regular way or, in case no such reported sale takes place
on such day, the average of the last reported bid and asked prices  regular way,
in either case on the principal national securities exchange on which the Common
Stock is admitted to trading or listed, or, if not listed or admitted to trading
on such exchange,  the average of the highest  reported bid and lowest  reported
asked prices as reported by NASDAQ,  or other similar  organization if NASDAQ is
no longer reporting such  information,  or if not so available,  the fair market
price as  determined  by the Board of  Directors  as set forth in  Section  2(b)
herein.

           (f) No adjustment in the Exercise Price shall be required unless such
adjustment  would require an increase or decrease of at least five cents ($0.05)
in such price;  provided,  however,  that any adjustments which may by reason of
this  Subsection  (f) are not  required to be made shall be carried  forward and
taken into account in any subsequent  adjustment  required to be made hereunder.
All  calculations  under this  Section 8 shall be made to the nearest cent or to
the  nearest  one-hundredth  of a share,  as the case may be.  Anything  in this
Section 8 to the contrary  notwithstanding,  the Company shall be entitled,  but
shall not be required,  to make such changes in the Exercise  Price, in addition
to  those  required  by this  Section  8, as it  shall  determine,  in its  sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision,  reclassification  or combination of Common
Stock,  hereafter made by the Company shall not result in any Federal income tax
liability  to the holders of the Common  Stock or  securities  convertible  into
Common Stock.

           (g) Whenever the Exercise Price is adjusted, as herein provided,  the
Company shall promptly cause a notice setting forth the adjusted  Exercise Price
and adjusted number of Shares  issuable upon exercise of the Consulting  Warrant
to be mailed to the Holder,  at its address set forth herein,  and shall cause a
certified copy thereof to be mailed to the Company's transfer agent, if any. The
Company may retain a firm of independent  certified public accountants  selected
by the Board of Directors  (who may be the regular  accountants  employed by the
Company) to make any  computation  required by this Section 8, and a certificate
signed by such firm shall be  conclusive  evidence  of the  correctness  of such
adjustment.

           (h) In the event that at any time, as a result of an adjustment  made
pursuant  to the  provisions  of this  Section 8, the  Holder of the  Consulting
Warrant  thereafter  shall become  entitled to receive any shares of the Company
other  than  Common  Stock,  thereafter  the  number  of such  other  shares  so
receivable  upon  exercise  of  the  Consulting  Warrant  shall  be  subject  to
adjustment  from time to time in a manner and on terms as nearly  equivalent  as
practicable  to the  provisions  with respect to the Common  Stock  contained in
Subsections (a) to (f), inclusive, above.

      9. This Agreement  shall be governed by and in accordance with the laws of
the Commonwealth of Kentucky without regard to conflict of laws provision.

      IN WITNESS WHEREOF, THERMOVIEW INDUSTRIES, INC. has caused this Consulting
Warrant to be signed by its duly  authorized  officers under its corporate seal,
and this Consulting Warrant to be dated October 1, 2000.

                               THERMOVIEW INDUSTRIES, INC.


                               By:________________________________
                                    Rodney H. Thomas
                                    Chief Executive Officer

Attest:


------------------------------
Charles L. Smith
its President



<PAGE>

                                  PURCHASE FORM

                  (To be signed only upon exercise of Warrant)


      The undersigned,  the holder of the foregoing  Consulting Warrant,  hereby
irrevocably  elects to exercise the purchase rights  represented by such Warrant
for, and to purchase thereunder,  _______________ Shares of Common Stock, $0.001
par value per share (the "Shares"),  of THERMOVIEW INDUSTRIES,  INC., payment of
$_______  therefor,  and requests that the certificates for the Shares issued in
the name(s) of, and delivered to ________________________,  whose address(es) is
(are):





Dated:  _______________, ____


                               By:________________________________

                               -----------------------------------

                               -----------------------------------
                                     Address


<PAGE>

                                  TRANSFER FORM

                  (To be signed only upon transfer of Warrant)


      For value received,  the undersigned hereby sells,  assigns, and transfers
unto  ________   _____________________________  the  right  to  purchase  Shares
represented  by the  foregoing  Consulting  Warrant to the extent of  __________
Shares, and appoints  ______________  _________ attorney to transfer such rights
on the books of  _____________________________,  with full power of substitution
in the premises.



Dated:  _______________, ____


                               By:________________________________

                               -----------------------------------

                               -----------------------------------
                                     Address



In the presence of:



<PAGE>

                                     10.13

                       SERIES E PREFERRED STOCK AGREEMENT

      THIS SERIES E PREFERRED  STOCK  AGREEMENT  is made and entered  into as of
September  30,  2000,  by and between  THERMOVIEW  INDUSTRIES,  INC., a Delaware
corporation ("ThermoView") and RODNEY H. THOMAS ("Thomas").

                             PRELIMINARY STATEMENTS

     As of January 1, 1999, ThermoView acquired all of the outstanding shares of
capital  stock of Thomas  Construction,  Inc.,  a Missouri  corporation,  Castle
Associates, Inc., a Missouri corporation and Showplace Home Improvements,  Inc.,
a Missouri  corporation,  pursuant to a certain Stock  Purchase  Agreement  (the
"Stock Agreement"), dated December 22, 1998, between ThermoView and Thomas.

      Under the terms of the Stock  Agreement,  Thomas is  entitled  to  receive
post-closing earn-out payments (the "Earn-out Payments"), if earned, on December
31, 1999,  December  31, 2000 and  December  31, 2001.  As of December 31, 1999,
ThermoView owed Thomas cash payments of approximately  $6,500,000.00  (the "Year
One Earn-out  Payment") under the terms of the Stock  Agreement  pursuant to the
earn-out provision.

      ThermoView has paid $1,000,000.00 of the Year One Earn-out Payment in cash
to Thomas.  ThermoView  further  delivered to Thomas pursuant to Agreement dated
April 14, 2000 1,113,500 shares of ThermoView 12% Cumulative  Series D Preferred
Stock  with a stated  value of $5.00  (the "D  Preferred  Stock") in lieu of the
remainder of the Year One Earn-out Payment.

      ThermoView desires to replace 300,000 shares of the D Preferred Stock with
300,000 shares of newly created  ThermoView  12%  Cumulative  Series E Preferred
Stock (the "E Preferred  Stock") Thomas desires to accept the E Preferred  Stock
in  consideration of the remainder of the Year One Earn-out  Payment.  The terms
and conditions of the E Preferred Stock are further described in the Certificate
of  Designation,  attached  hereto  as  Exhibit  A and  incorporated  herein  by
reference (the "Certificate").

      NOW, THEREFORE,  in consideration of these preliminary  statements and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

1. Stock Issuance. In exchange for the delivery and cancellation of certificates
representing  300,000 shares of D Preferred Stock issued for any and all amounts
due to Thomas by ThermoView  pursuant to the Year One Earn-out Payment under the
Stock Agreement,  ThermoView hereby transfers to Thomas and Thomas hereby agrees
to accept  300,000  shares of E Preferred  Stock.  The delivery of the Preferred
Stock to Thomas shall occur with fifteen (15)  business days of the execution of
this Agreement.

2.  Full  Satisfaction.  Thomas  hereby  acknowledges  that his  receipt  of the
$1,000,000  cash payment  813,500 shares of D Preferred Stock and 300,000 shares
of E Preferred Stock is in full and complete satisfaction of the obligation owed
to Thomas by ThermoView for the Year One Earn-out Payment.

3. No  Amendment or Termination.   Nothing  contained  in this  Agreement  shall
amend or  terminate  any  obligations  of  ThermoView  to make any and all other
Earn-out Payments, if earned, under the terms of the Stock Agreement.

4. Thomas'  Representations  and   Warranties.   Thomas  hereby  represents  and
warrants to ThermoView as follows:

(a)  Investment  Intent.  Thomas is acquiring the E Preferred  Stock for his own
     account and not with a present view to or for distributing or reselling the
     Preferred Stock in violation of the Securities Act of 1933, as amended (the
     "Securities Act").  Thomas agrees that such shares of E Preferred Stock may
     not be sold,  transferred,  offered  for  sale,  pledged,  hypothecated  or
     otherwise disposed of without registration under the Securities Act, except
     pursuant to an exemption  available  under the Securities  Act. Thomas will
     not sell,  offer to sell or  solicit  offers to buy any of the  shares of E
     Preferred Stock in violation of the Securities Act or any securities act of
     any state. Thomas understands that the shares of E Preferred Stock have not
     been registered under federal or any state securities laws.

(b)   Thomas' Status.  Thomas is (i) an "accredited investor" as defined in Rule
      501 of the Securities Act and (ii) has such knowledge,  sophistication and
      experience  in  business  and  financial  matters  so as to be  capable of
      evaluating  the merits and risks of the  prospective  investment  in the E
      Preferred Stock.

(c)  Reliance.  Thomas  understands  and  acknowledges  that (i) the E Preferred
     Stock is being offered and sold to Thomas  without  registration  under the
     Securities Act in a private  placement that is exempt from the registration
     provisions of the  Securities  Act under Section 4(2) of the Securities Act
     or Regulation D  promulgated  thereunder  or other  applicable  federal and
     state securities laws and (ii) the availability of such exemptions  depends
     in part on, and ThermoView will rely upon the accuracy and truthfulness of,
     the representations set forth in this Section 4 and Thomas consents to such
     reliance.

(d)  Information.  Thomas and his advisors, if any, have been furnished with all
     materials  relating to the business,  finances and operations of ThermoView
     and  materials  relating  to the offer and sale of the E  Preferred  Stock,
     including  the  Certificate,  which  have been  requested  by Thomas or his
     advisors.  Thomas  and  his  advisors,  if  any,  have  been  afforded  the
     opportunity to ask questions of ThermoView.  Thomas acknowledges receipt of
     the ThermoView  prospectus  dated December 2, 1999 (the  "Prospectus")  and
     that  ThermoView  will  deliver a copy of its most  recent Form 10-K filing
     with the Securities and Exchange  Commission as soon as it becomes publicly
     available.  Thomas  understands  that his investment in the Preferred Stock
     involves a significant  degree of risk, some of which risks associated with
     the investment in the Preferred  Stock are set forth in Exhibit B, attached
     hereto and incorporated herein by reference, and in the Prospectus.

5.    Miscellaneous.

(a)  Entire  Agreement.   This  Agreement  embodies  the  entire  agreement  and
     understanding  between  the  parties  hereto  with  respect to the Year One
     Earn-out  Payment and supersedes  all prior oral or written  agreements and
     understandings  relating to the Year One Earn-out  Payment.  No  statement,
     representation,  warranty,  covenant or agreement of any kind not expressly
     set forth in this Agreement shall affect,  or be used to interpret,  change
     or restrict, the express terms and provisions of this Agreement.

(b)   Modifications  and Amendments.  The terms and provisions of this Agreement
      may be  modified  or amended  only by written  agreement  executed  by all
      parties hereto.

(c)   Benefit.  This Agreement  shall be binding on the parties hereto and shall
      inure to the benefit of the parties hereto and the  respective  successors
      and  permitted  assigns of each party  hereto.  Nothing in this  Agreement
      shall be  construed to create any rights or  obligations  except among the
      parties hereto, and no person or entity shall be regarded as a third-party
      beneficiary of this Agreement.

(d)   Governing  Law.  This  Agreement  and the  rights and  obligations  of the
      parties  hereunder  shall be construed in accordance  with and governed by
      the law of the  Commonwealth  of Kentucky,  without  giving  effect to the
      conflict of law principles thereof.

(e)  Severability.  In the event that any court of competent  jurisdiction shall
     determine that any  provision,  or any portion  thereof,  contained in this
     Agreement shall be unreasonable or unenforceable in any respect,  then such
     provision  shall be deemed  limited to the extent  that such court deems it
     reasonable  and  enforceable,  and as so limited shall remain in full force
     and effect. In the event that such court shall deem any such provision,  or
     portion thereof,  wholly  unenforceable,  the remaining  provisions of this
     Agreement shall nevertheless remain in full force and effect.

(f)   Headings  and   Captions.   The  headings  and  captions  of  the  various
      subdivisions  of this Agreement are for  convenience of reference only and
      shall in no way modify,  or affect the meaning or  construction  of any of
      the terms or provisions hereof.

(g)   Counterparts.  This Agreement may be executed in one or more counterparts,
      and by different  parties hereto on separate  counterparts,  each of which
      shall be deemed an original,  but all of which together  shall  constitute
      one and the same instrument.

      IN WITNESS WHEREOF, ThermoView has caused this Agreement to be executed by
its duly authorized officer and Thomas has executed this Agreement all as of the
date first above written.

                                    THERMOVIEW INDUSTRIES, INC.


                                    By:

                                    Title:

                                    RODNEY H. THOMAS


<PAGE>

                                    EXHIBIT A


                           CERTIFICATE OF DESIGNATION


           CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES
                 AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
               SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
                RESTRICTIONS THEREOF, OF 12% SERIES E CUMULATIVE
                                 PREFERRED STOCK

                                       OF

                           THERMOVIEW INDUSTRIES, INC.


             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware


      Pursuant to Section 141(f) of the General  Corporation Law of the State of
Delaware (the "DGCL"), the Board of Directors of ThermoView Industries,  Inc., a
Delaware corporation (the "Company"), hereby unanimously consents to, adopts and
ratifies the following resolution:

      RESOLVED,  that pursuant to the authority  expressly granted to and vested
      in the Board of Directors of the Company by the  provisions of Section 4.2
      of Article IV of the Restated  Certificate of Incorporation of the Company
      (the "Restated  Certificate of Incorporation"),  and Section 151(g) of the
      DGCL,  such  Board  of  Directors  hereby  creates,   from  the  5,000,000
      authorized  shares of  Preferred  Stock,  par value  $.001 per share  (the
      "Preferred Stock"), of the Company authorized to be issued pursuant to the
      Restated  Certificate of  Incorporation,  a series of Preferred Stock, and
      hereby fixes by this  certificate of  designation  (this  "Certificate  of
      Designation") the voting powers,  designations,  preferences and relative,
      participating,  optional  or other  special  rights,  and  qualifications,
      limitations  or  restrictions  thereof,  of the  shares of such  series as
      follows:

           The series of Preferred  Stock hereby  established  shall  consist of
           500,000  shares  designated  as "12%  Cumulative  Series E  Preferred
           Stock"  (hereinafter  called the "Series E Preferred  Stock"),  which
           shall have a stated value of $5.00 per share.  The  relative  rights,
           preferences and limitations of such series shall be as follows:


              12% CUMULATIVE SERIES E PREFERRED STOCK


      (1) Ranking. The Series E Preferred Stock will, with respect to payment of
dividends  and amounts  upon  liquidation,  dissolution  or winding up, rank (i)
senior to the Common Stock of the Company,  $.001 par value (the "Common Stock")
and to shares of all other series of  Preferred  Stock issued by the Company the
terms of which  specifically  provide that the capital stock of such series rank
junior to such  Series E  Preferred  Stock with  respect to  dividend  rights or
distributions upon dissolution of the Company ("Junior Stock"); (ii) on a parity
with (a) all  shares  of the  Company's  9.6%  Cumulative  Convertible  Series C
Preferred Stock, (b) all of the shares of the Company's 12% Cumulative  Series D
Preferred  Stock,  and (c) the shares of all capital stock issued by the Company
whether or not the dividend  rates,  dividend  payment  dates,  or redemption or
liquidation prices per share thereof shall be different from those of the Series
E  Preferred  Stock,  if the  holders of stock of such class or series  shall be
entitled  by the  terms  thereof  to the  receipt  of  dividends  or of  amounts
distributable  upon liquidation,  dissolution or winding up, as the case may be,
in proportion to their respective dividend rates or liquidation prices,  without
preference  or  priority  of one over the other as between  the  holders of such
stock and the holders of shares of Series E Preferred  Stock  (collectively  (a)
and (b) being "Parity  Stock");  and (iii) junior to all capital stock issued by
the Company the terms of which specifically  provide that the shares rank senior
to the Series E Preferred Stock with respect to dividends and distributions upon
dissolution of the Company ("Senior Stock").

      (2)  Dividends.

           (a) Holders of shares of Series E Preferred Stock will be entitled to
receive,  when, as and if declared by the Board of Directors of the Company, out
of funds of the Company legally available for payment,  subject to the prior and
superior  rights of Senior  Stock,  but pari passu  with  Parity  Stock,  and in
preference to Junior Stock,  cumulative  cash dividends at the rate per annum of
$0.60 per share of Series E Preferred Stock. Dividends on the Series E Preferred
Stock will be payable  quarterly  in arrears on the last  calendar day of April,
July,  October and January of each year,  commencing October 1, 2001 (and in the
case of any  accumulated  and  unpaid  dividends  not paid on the  corresponding
dividend payment date, at such additional times and for such interim periods, if
any,  as  determined  by the Board of  Directors).  Each such  dividend  will be
payable to holders of record as they appear on the stock  records of the Company
at the close of business on such  record  dates,  not more than 60 days nor less
than 10 days preceding the payment dates thereof, as shall be fixed by the Board
of Directors of the Company.  Dividends  will accrue from the effective  date of
the earlier of: 1) the original  issuance of the Series E Preferred Stock, or 2)
the original issuance of ThermoView 12% Cumulative Series D Preferred Stock that
is  cancelled  and replaced  with Series E Preferred  Stock.  Dividends  will be
cumulative  from such  date,  whether or not in any  dividend  period or periods
there shall be funds of the Company  legally  available  for the payment of such
dividends.  Each such  dividend  will be  payable  to  holders of record as they
appear on the stock  records  of the  Company at the close of  business  on such
record dates,  not more than 60 days nor less than 10 days preceding the payment
dates  thereof,  as shall be fixed by the  Board of  Directors  of the  Company.
Accumulations  of dividends on shares of Series E Preferred  Stock will not bear
interest.  Dividends  payable  on the  Series E  Preferred  Stock for any period
greater or less than a full  dividend  period  will be  computed on the basis of
actual  days.  Dividends  payable on the Series E Preferred  Stock for each full
dividend period will be computed by dividing the annual dividend rate by four.

           (b) Except as provided  in the next  sentence,  no  dividend  will be
declared or paid on any Parity Stock unless full cumulative  dividends have been
declared and paid or are  contemporaneously  declared and funds  sufficient  for
payment  set  aside on the  Series E  Preferred  Stock  for all  prior  dividend
periods.  If accrued  dividends  on the Series E  Preferred  Stock for all prior
periods have not been paid in full, then any dividends  declared on the Series E
Preferred Stock for any dividend period and on any Parity Stock will be declared
ratably  in  proportion  to  accumulated  and unpaid  dividends  on the Series E
Preferred Stock and such Parity Stock.

           (c) So long as the shares of the Series E  Preferred  Stock  shall be
outstanding,  unless  (i) full  cumulative  dividends  shall  have  been paid or
declared  and set apart for  payment on all  outstanding  shares of the Series E
Preferred Stock and any Parity Stock,  (ii)  sufficient  funds have been paid or
set apart for the payment of the dividend for the current  dividend  period with
respect  to the  Series E  Preferred  Stock and any  Parity  Stock and (iii) the
Company  is not in  default  or in arrears  with  respect  to the  mandatory  or
optional redemption or mandatory repurchase or other mandatory retirement of, or
with respect to any sinking or other  analogous fund for, the Series E Preferred
Stock or any Parity  Stock,  the Company may not  declare any  dividends  on any
Junior  Stock,  or make any payment on account  of, or set apart money for,  the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for,  any  shares  of  Junior  Stock or make any  distribution  in  respect
thereof,  whether in cash or property or in obligations or stock of the Company,
other than (x) Junior Stock which is neither  convertible into, nor exchangeable
or exercisable  for, any  securities of the Company other than Junior Stock,  or
(y) Common Stock  acquired in connection  with the cashless  exercise of options
under  employee  incentive or benefit plans of the Company or any  subsidiary or
any other  redemption or purchase or other  acquisition  of Common Stock made in
the  ordinary  course  of  business,  which  has been  approved  by the Board of
Directors of the Company,  for the purpose of any employee  incentive or benefit
plan of the  Company.  The  limitations  in this  paragraph  do not restrict the
Company's  ability to take the  actions in this  paragraph  with  respect to any
Parity Stock. As used in this subparagraph (c), the term "dividend" with respect
to Junior Stock does not include  dividends  payable  solely in shares of Junior
Stock on Junior  Stock,  or in options,  warrants or rights to holders of Junior
Stock to subscribe for or purchase any Junior Stock.

      (3)  Optional Redemption.

           (a) The shares of Series E Preferred  Stock will be redeemable at the
option of the Company in whole or in part, for cash or for such number of shares
of Common Stock as equals the  Liquidation  Preference  (defined  hereinafter in
paragraph (4)) of the Series E Preferred Stock to be redeemed (without regard to
accumulated and unpaid  dividends) as of the opening of business on the date set
for such  redemption.  In order to exercise its redemption  option,  the Company
must  notify the  holders of record of its Series E  Preferred  Stock in writing
(the "Conditions  Satisfaction  Notice") prior to the opening of business on the
second trading day after the conditions of redemption  have,  from time to time,
been satisfied.

           (b) Notice of redemption (the  "Redemption  Notice") will be given by
mail to the  holders of the Series E  Preferred  Stock not less than 30 nor more
than 60 days prior to the date  selected  by the  Company to redeem the Series E
Preferred Stock.  The Redemption  Notice shall be deemed to have been given when
deposited in the United States mail, first-class mail, postage prepaid,  whether
or not such notice is actually received. Any failure to mail the notice provided
or any defect in notice or in the mailing of notice will not affect the validity
of the  proceedings  for the  redemption  of any shares to be so  redeemed.  The
Company's  right to  exercise  its  redemption  option  will not be  affected by
changes in the closing price of the Common Stock  following  such 30-day period.
If fewer than all of the shares of Series E Preferred  Stock are to be redeemed,
the shares to be redeemed  shall be selected by lot or pro rata or in some other
equitable manner determined by the Board of Directors of the Company;  provided,
however,  that the Company shall not be required to effect the redemption in any
manner that results in additional fractional shares being outstanding.


           (c) On the  redemption  date,  the Company must pay, in cash, on each
share of Series E Preferred  Stock to be  redeemed  any  accumulated  and unpaid
dividends  through the redemption date. In the case of a redemption date falling
after a dividend  payment record date and prior to the related payment date, the
holders of the Series E Preferred  Stock at the close of business on such record
date will be  entitled  to receive  the  dividend  payable on such shares on the
corresponding  dividend  payment date,  notwithstanding  the  redemption of such
shares  following such dividend  payment record date.  Except as provided for in
the preceding sentence, no payment or allowance will be made for accumulated and
unpaid dividends on any shares of Series E Preferred Stock called for redemption
or on the shares of Common Stock issuable upon such redemption.

           (d) On and after the date  fixed for  redemption,  provided  that the
Company has made  available at the office of its registrar and transfer  agent a
sufficient  number of shares of Common Stock and an amount of cash to effect the
redemption,  dividends  will  cease to accrue on the  Series E  Preferred  Stock
called for  redemption  (except that,  in the case of a redemption  date after a
dividend  payment  record date and prior to the related  dividend  payment date,
holders of Series E Preferred Stock on the dividend  payment record date will be
entitled on such dividend  payment date to receive the dividend  payable on such
shares),  such  shares  shall be  cancelled  and shall no longer be deemed to be
outstanding  and all rights of the  holders of such shares of Series E Preferred
Stock  shall cease  except the right to receive the shares of Common  Stock upon
such redemption and any cash payable upon such redemption, without interest from
the date of such  redemption.  Such  cancelled  shares  shall be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to  series,  and may  thereafter  be  issued  but not as  shares  of Series E
Preferred  Stock. At the close of business on the redemption date upon surrender
in accordance with such notice of the certificates  representing any such shares
(properly  endorsed or assigned for  transfer,  if the Board of Directors of the
Company shall so require and the notice shall so state), each holder of Series E
Preferred  Stock  (unless the Company  defaults in the delivery of the shares of
Common Stock or cash) will be,  without any further  action,  deemed a holder of
the number of shares of Common Stock for which such Series E Preferred  Stock is
redeemable.

           (e)  Fractional  shares  of Common  Stock  are not to be issued  upon
redemption of the Series E Preferred  Stock,  but, in lieu thereof,  the Company
will pay a cash adjustment based on the current market price of the Common Stock
on the  day  prior  to the  redemption  date.  If  fewer  than  all  the  shares
represented by any such  certificate are redeemed,  a new  certificate  shall be
issued  representing  the unredeemed  shares of Series E Preferred Stock without
cost to the holder thereof.

           (f)  Any  shares  or  cash  set  aside  by the  Company  pursuant  to
subparagraph (e) and unclaimed at the end of three years from the date fixed for
redemption shall revert to the Company.

           (g) Subject to applicable  law and the  limitation on purchases  when
dividends  on the Series E Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series E  Preferred
Stock by tender or by private agreement.

           (3A.)Mandatory Redemption

           (a) The Company  will,  at the  redemption  price equal to the sum of
$5.00 per share,  redeem from any source of funds  legally  available  therefor,
twenty percent (20%) of all shares of Series E Preferred Stock and Parity Stock,
on an annual basis commencing October 1, 2001, and continuing on an annual basis
until such time that all shares have been redeemed  pursuant to the  Certificate
of Designation or by agreement of the Holders of such shares.

           (b) In the  event  of a  redemption  on only a  portion  of the  then
outstanding  shares of Series E Preferred  Stock,  the  Company  will effect the
redemption  pro rata  according  to the number of shares  held by each holder of
Parity Stock,

           (c ) At least ten (10) days and not more than  thirty (30) days prior
to the date  fixed for any  redemption  under  this  subsection  of the Series E
Preferred Stock or Parity Stock,  written notice (the "Redemption  Notice") will
be mailed,  postage prepaid,  to each holder of record of the Series E Preferred
Stock and  Parity  Stock at his or her post  office  address  last  shown on the
records of the Company. The Redemption Notice will state:

      (1)  whether  all or less  than all the  outstanding  shares  of  Series E
           Preferred  Stock and Parity  Stock are to be  redeemed  and the total
           number of shares of Series E Preferred  Stock and Parity  Stock being
           redeemed;

      (2)  the number of shares of Series E  Preferred  Stock and  Parity  Stock
           held by the holder that the Company intends to redeem;

      (3)  the Redemption Date and the Redemption Price; and

      (4)  that the holder is to surrender to the Company,  in the manner and at
           the  place  designated,   his  or  her  certificate  or  certificates
           representing  the shares of Series E Preferred Stock and Parity Stock
           to be redeemed.

The  Redemption  Notice shall be deemed to have been given when deposited in the
United  States mail,  first-class  mail,  postage  prepaid,  whether or not such
notice is  actually  received.  Any  failure to mail the notice  provided or any
defect in notice or in the mailing of notice will not affect the validity of the
proceedings for the redemption of any shares to be so redeemed.

           (d) On or before the date fixed for redemption, each holder of Series
E  Preferred   Stock  and  Parity  Stock  will  surrender  the   certificate  or
certificates  representing  the  shares of Series E  Preferred  Stock and Parity
Stock  to  the  Company,  in the  manner  and at  the  place  designated  in the
Redemption  Notice,  and the Redemption  Price for the shares will be payable in
cash on the Redemption  Date to the person whose name appears on the certificate
or certificates as the owner, and each surrendered certificate will be cancelled
and retired.  In the event that less than all of the shares  represented  by any
certificate are redeemed,  a new  certificate  will be issued  representing  the
unredeemed shares.

(e) Unless the Company fails to pay in full the Redemption  Price,  dividends on
the Series E Preferred  Stock called for redemption  will cease to accumulate on
the Redemption  Date, and all rights of the holders of the shares  redeemed will
cease to have any further  rights with  respect to the shares on the  Redemption
Date,  other than to receive the Redemption  Price.  Upon the failure to pay, as
described in the  immediately  preceding  sentence,  the dividend  rate for such
portion of  unredeemed  Series E Preferred  Stock shall  increase by two percent
(2%) on an  annual  basis  until  such  time that the  portion  of the  Series E
Preferred  Stock and  Parity  Stock for which a failure to pay has  occurred  is
redeemed.  In no event  shall the  applicable  dividend  rate  pursuant  to this
provision  increase  the rate of dividend  payable on the  outstanding  Series E
Preferred Stock and Parity Stock above sixteen percent (16%) per annum.

           (f) Subject to applicable  law and the  limitation on purchases  when
dividends  on the Series E Preferred  Stock are in arrears,  the Company may, at
any time and from time to time,  purchase  any shares of the Series E  Preferred
Stock by tender or by private agreement.

      (4)  Liquidation Preference.

           (a) The  holders  of  shares  of  Series E  Preferred  Stock  will be
entitled to receive in the event of any  liquidation,  dissolution or winding up
of the Company,  whether  voluntary or involuntary,  $5.00 per share of Series E
Preferred  Stock  (the  "Liquidation  Preference"),  plus an amount per share of
Series E  Preferred  Stock  equal to all  dividends  (whether  or not  earned or
declared)  accumulated  and unpaid thereon to the date of final  distribution to
such holders,  and no more. If, upon any liquidation,  dissolution or winding up
of the Company,  the assets of the Company,  or proceeds thereof,  distributable
among the holders of the Series E  Preferred  Stock are  insufficient  to pay in
full the liquidation preference with respect to the Series E Preferred Stock and
any other Parity  Stock,  then such assets,  or the  proceeds  thereof,  will be
distributed  among the holders of Series E  Preferred  Stock and any such Parity
Stock ratably in accordance  with the respective  amounts which would be payable
on such  Series E  Preferred  Stock  and any such  Parity  Stock if all  amounts
payable thereon were paid in full.

           (b) Neither a  consolidation  or merger of the  Company  with or into
another  corporation,  nor a sale, lease or transfer of all or substantially all
of the Company's assets will be considered a liquidation, dissolution or winding
up, voluntary or involuntary, of the Company.

     (5) Voting Rights. Except as may be required by applicable law from time to
time,  the  holders  of shares of Series E  Preferred  Stock will have no voting
rights.

     (6) Sinking Fund. The Series E Preferred Stock shall not be entitled to any
sinking fund.

      WITNESS THE  SIGNATURE of the  undersigned  who is the President and Chief
Operating  Officer  of  ThermoView  Industries,  Inc.  as of  this  ___  day  of
September, 2000.



                               ------------------------------
                               Charles L. Smith


<PAGE>


                                    EXHIBIT B

                                  RISK FACTORS

      Prior to making an investment decision, a prospective purchaser of the 12%
Cumulative Series E Preferred Stock offered hereby should evaluate the following
risk factors  including  those in the ThermoView  Prospectus,  dated December 2,
1999.

Series E Preferred Stock

      There  can  be  no  assurance  that  ThermoView's   continuing  losses  or
consolidated  earnings,  if ever,  in the future will be sufficient to cover its
combined  fixed  charges  and  dividends  on (i) the  12%  Series  E  Cumulative
Preferred Stock alone, or (ii) its 9.6% Series C Convertible Preferred Stock and
the Series D Preferred Stock.

Absence of Trading Market for Series E Preferred Stock

      There is no public  market  for the  Series C  Preferred  Stock,  Series D
Preferred  Stock and Series E Preferred Stock and ThermoView does not anticipate
that any  public  market  will  develop  in the  future.  However,  the Series C
Preferred Stock is convertible into Common Stock at a conversion price,  subject
to  adjustment  in certain  circumstances  of $15.00  per share of Common  Stock
(initially  equivalent to a conversion  rate of 66 2/3 shares of stock per share
of Series C Preferred  Stock).  The Series D and Series E Preferred Stock has no
such  conversion  feature.  The  ThermoView  Common Stock trades on the American
Stock Exchange,  so a public market does exist for the Common Stock. Without the
ability to convert  the Series E  Preferred  Stock into  Common  Stock or have a
market available to sell the Series E Preferred Stock, the holders of the Series
E Preferred Stock may not be able to liquidate their investment at any time.

Restriction of Payment of Cash Dividends on Series D and Series E
Preferred Stock

      Pursuant to ThermoView's current line of credit with its principal secured
lender and  documentation  related to financings with other parties,  it may not
pay  dividends on its Common Stock until all  obligations  thereunder  have been
paid in full and on the Series D and Series E Preferred Stock until satisfaction
of all  covenants  under the line of credit  and  other  financings.  ThermoView
cannot provide any assurance that it will be able to satisfy these  covenants so
as to pay  quarterly  the  dividends  due  on  the  Series  E  Preferred  Stock.
Considering  that  ThermoView has in the past received  waivers from its lenders
for non-compliance with its covenants, a history exists that non-compliance with
its loan or other covenants may occur in the future. Accordingly, it is possible
that  ThermoView  may  not be  able to pay any  dividends  due on its  Series  E
Preferred Stock.

Litigation

      On March 3, 2000, Pro Futures  Bridge  Capital Fund,  L.P. and Pro Futures
Bridge  Capital Fund,  L.P.  filed an action titled Pro Futures  Bridge  Capital
Fund,  L.P. v.  ThermoView  Industries,  Inc., et al., Civil Action No. 00CV0559
(Colo. Dist. Ct., March 3, 2000) alleging breach of contract,  common law fraud,
fraudulent   misstatements   and  omissions  in  connection  with  the  sale  of
securities,  negligent  misrepresentations  and breach of fiduciary duty.  These
claims are in connection with (i) the mandatory conversion of the ThermoView 10%
Series A Convertible  Preferred  Stock,  held by the two funds,  into ThermoView
Common Stock upon completion of the ThermoView public offering in December 1999,
and (ii) purchases by the two funds of ThermoView  Common Stock from  ThermoView
stockholders.  The funds are seeking (a)  rescission  of their  purchases of the
Series A  Preferred  Stock in the amount of  $3,250,000  plus  interest  and (b)
unspecified  damages in connection with their purchases of the ThermoView Common
Stock.  Although  ThermoView  believes  that the  claims are  without  merit and
intends to vigorously  defend the suit, an adverse  outcome in this action could
have a  material  adverse  effect  on  the  financial  position  or  results  of
operations of ThermoView.


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